Rightmove plc
2 Caldecotte Lake
Business Park
Caldecotte Lake Drive
Milton Keynes
MK7 8LE
Registered in England no. 6426485
Rightmove plc | Annual Report 2023
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believe in
your next move
Rightmove plc | Annual Report 2023
believe it
Rightmove’s vision is to give everyone
the belief they can make their move.
Our mission is to make the move easier
and simpler, by giving everyone the best
place to turn to and return to, for accessing
the tools, expertise and trust to make it happen.
Designed and produced by The Team www.theteam.co.uk
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Rightmove is the place consumers turn to first when they think
about making their move, and the place they return to most.
Our business model
Key performance indicators
Page 6
Our strategy
Page 9
Page 18
Principal risks and
uncertainties
Page 60
ESG report
Page 30
Corporate governance report
Page 66
Strategic report
Governance
Financial statements
01 Contents
02 Highlights
04
Non-Executive Chair’s
statement
06 Our business model
09 Our strategy
14 Chief Executive’s review
18
20 Financial review
23
Key performance indicators
Section 172 Statement
– Working with our stakeholders
30 ESG report
32
Non-financial and sustainability
information statement
57 Risk management
60
64
Principal risks and uncertainties
Going concern and viability
statement
66
Chair’s introduction to
corporate governance report
67 Governance at a glance
70 Directors and officers
74 Board activities
79 Audit Committee report
86
91
Nomination Committee report
Corporate Responsibility
Committee report
Directors’ remuneration report
94
116 Directors’ report
119 Directors’ responsibilities
statement
120 Independent Auditor’s report
128 Consolidated statement of
comprehensive income
129 Consolidated statement of
financial position
130 Company statement of
financial position
131 Consolidated statement of
cash flows
132 Company statement of cash flows
133 Consolidated statement of
changes in shareholders’ equity
134 Company statement of changes
in shareholders’ equity
135 Notes forming part of the financial
statements
168 Advisers and shareholder
information
Rightmove plc | Annual Report 2023 | 1
Strategic report | Highlights
Financial highlights
A strong financial performance, against an uncertain economic backdrop, was driven by
resilient and growing demand for Rightmove’s products and services that deliver exceptional
value for both customers and consumers.
Revenue
+10%
Revenue of £364.3m up 10% compared
to 2022 reflecting growth across all
business units (2022: £332.6m).
Underlying
operating profit(1)
+8%
Underlying basic earnings
per share(2)
+6%
Underlying operating profit £264.6m up
8% compared to 2022 (2022: £245.4m)
Underlying basic earnings per share of
25.2p up 1.4p on 2022 (2022: 23.8p)
Cash returned to
shareholders
£201.7m
Cash returned to shareholders through
share buybacks and dividends totalled
£201.7m (2022: £197.7m). Interim
dividend of 3.6p and final dividend of
5.7p (2022: 3.3p and 5.2p). Total
dividend for 2023 of 9.3p (2022:8.5p)
Operating profit
+7%
Operating profit of £258.0m up 7%
compared to 2022 (2022: £241.3m)
Basic earnings
per share
+5%
Basic earnings per share of 24.5p up
1.1p on 2022 (2022: 23.4p)
(1) Underlying Operating Profit is defined as operating profit before share-based
payments charges (including the related National Insurance).
(2) Underlying basic EPS is defined as underlying profit (profit for the year before
share-based payments charges including the related National Insurance and
appropriate tax adjustments), divided by the weighted average number of
ordinary shares in issue for the period.
2 | Rightmove plc | Annual Report 2023
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Operational highlights
Rightmove remains the UK’s unrivalled online digital property advertising and information
portal, reflected by the number of properties advertised, customer numbers, average spend
by our customers and the time spent by consumers on the site.
Customer numbers
Properties advertised
18,785
Membership numbers down 1%/229
compared to 2022 (2022: 19,014)
847,000
An average of 847,000 UK residential
properties advertised each month on
Rightmove, more than any other UK
site (2022: 773,000)
Traffic – visits
-4%
Site visits 4% lower than 2022 at
2.2 billion(4) reflecting the uncertain
economic and high mortgage rates
backdrop during 2023 (2022: 2.3 billion)
Average Revenue
Per Advertiser(3)
£1,431
Employee engagement
Traffic – time on site(4)
88%
15.4 bn
Average revenue per advertiser
(ARPA) up 9% compared to 2022
(2022: £1,314)
88% of employee respondents believe
that Rightmove is a great place to
work (2022: 87%)
Time spent on the Rightmove site
reduced 6% over the year to 15.4 billion
minutes (2022: 16.3 billion)
(3) Average Revenue per Advertiser (ARPA) is calculated as revenue from Agency
and New Homes advertisers in a given month divided by the total number of
advertisers during the month, measured as a monthly average over the year.
(4) Source: Google Analytics.
Rightmove plc | Annual Report 2023 | 3
Strategic report | Chair’s statement
It is my pleasure to present Rightmove’s results
for the year ended 31 December 2023. In a year of
ongoing economic challenge, I am delighted that our
strong financial results demonstrate the resilience
of the Group’s business model and the value we
have delivered for both our customers and all
our stakeholders.
Economic uncertainty, driven by higher interest rates,
continued throughout 2023, with much speculation on the
potential for a negative impact on the housing market. In the
end, housing transactions remained resilient at 1.0 million
(2022: 1.2 million). Home hunters remained active in their
desire to move, and our customers continued to use our site
and digital products to help them find new properties and
sell current ones – developing their own businesses via
Rightmove as they did so. Home hunters continued to trust
and value Rightmove as the place they turn to first and return
to most, as they searched for their next property and for a
trusted agent to help with their home-moving journey.
The value that Rightmove’s customers and consumers
derive from our products is delivered by our talented and
adaptable teams, who are committed to exceeding their
expectations and ensuring they receive a market-leading
experience. On behalf of the Board, I would like to thank all
our customers for their continued confidence in Rightmove,
and our colleagues for their dedication and hard work.
Johan Svanstrom succeeded Peter Brooks-Johnson as
Chief Executive Officer (CEO) in March in an orderly and
seamless transition for which I would like to thank both
Peter and Johan. We set out the strategy for the business
for the coming five-year period at our Investor Day on
27 November, establishing the size of the opportunities for
some of our newer strategic businesses – Commercial Real
Estate; Mortgages and Rental Services – as well as the
ongoing opportunity for growth in our core business.
We provided clarity on the financial and operational
targets we have set and the acceleration of revenue
and profit that these represent.
4 | Rightmove plc | Annual Report 2023
“ In a year of continued economic
and global change and challenge,
Rightmove once again demonstrated
the resilience of its business model
and the value its products and
services provide to its customers.”
Andrew Fisher Chair
During 2023, the Board focused on supporting the
management team and on establishing our ambition over
both the medium and longer terms. We also focused on the
potential of AI to help to deliver some of this growth at greater
pace and cost efficiency, enabling us to continue to give our
customers and consumers the user experience they have
come to expect from the UK’s number one property portal.
Financial results
The Group’s results reflect the strength of the business
model and our core value proposition, delivering underlying
operating profit(1) of £264.6m (2022: £245.4m) and operating
profit of £258.0m (2022: £241.3m) from revenue of £364.3m
(2022: £332.6m). Underlying basic earnings per share(2) was
25.2p (2022: 23.8p) and basic earnings per share 24.5p
(2022: 23.4p). The cash(3) position at the year-end was
£38.9m (2022: £40.1m), having returned all surplus cash
to shareholders.
Returns to shareholders and dividend
In keeping with our policy of returning free cash to our
shareholders, £201.7m (2022: £197.7m) was returned in the
year: £130.0m through the share buyback programme and
£71.7m in dividend payments in and October respectively.
The Board remains confident in our ability to deliver
sustainable returns to shareholders and is recommending
a final dividend of 5.7p per share for 2023 (2022: 5.2p).
The final dividend will be paid, subject to shareholder
approval, on 24 May 2024, taking the total dividend for
the year to 9.3p (2022: 8.5p).
Board changes
On 6 March 2023, Peter Brooks-Johnson stepped down from
his position as CEO and as an Executive Director. I would like to
thank Peter for his leadership as CEO and for everything he
contributed throughout his 16 years of outstanding service
that enabled Rightmove to become the clear market leader.
Johan Svanstrom was appointed to the Board on 20 February
2023, and became CEO on 6 March 2023, bringing an
impressive track record of growing established business-to-
consumer online marketplace businesses.
Rakhi Goss-Custard stepped down from the Board on 5 May
2023, having served her maximum term as a Non-Executive
Director. I would like to thank Rakhi for the significant
contribution she made to the Board throughout her tenure
and particularly for the deep knowledge of the customer and
consumer experiences she brought from a range of other
digital product and mobile platforms.
Kriti Sharma was appointed to the Board on 25 July 2023.
She brings internationally recognised expertise in AI and a
strong record of building and transforming successful
technology businesses and products for consumer, B2B and
enterprise companies. She is currently Chief Product Officer,
LegalTech, for Thomson Reuters and was formerly the VP
of Artificial Intelligence at FTSE 100 software company
The Sage Group plc.
Board governance
The Corporate Responsibility Committee has continued
to guide and oversee progress in the delivery of our
Environmental, Social and Governance (ESG) strategy. I am
delighted with the launch of our new Go Greener initiative
which will help provide a pathway to greener property in the
UK, recognising that Rightmove has the opportunity to not
only focus on its own operations and emissions but to
contribute, through its unique property market data and
insights, to helping with the UK’s target to become Net Zero
by 2050 (see the ESG report, page 30).
The Audit Committee has overseen the selection of a
new Head of Internal Audit as we transition, during 2024,
from outsourced internal audit to an inhouse function
and has continued to monitor the second phase of the
implementation of the new Enterprise Resource Planning
(ERP) system (see the Audit Committee report on page 79
for details).
Looking ahead
Our mission remains to continually innovate, to make
property moving easier and simpler by giving everyone the
best place to turn to – and return to – for access to the tools,
data and expertise to successfully enable their move.
Whilst continuing to focus on our core business of the UK
domestic property market, our ambitions are to further
invest into, and digitise, our existing but smaller business
areas. These include enhanced advertising in the commercial
real estate market, capturing value from our unique property
data, improving the rental journey and offering a range of
mortgage-related products.
I am looking forward to continuing to work with our teams on
our long-held strategy to deliver greater value for all our
stakeholders in 2024.
Andrew Fisher
Chair
29 February 2024
(1) Underlying Operating Profit is defined as operating profit before share-based
payments charges (including the related National Insurance).
(2) Underlying basic EPS is defined as profit for the year before share-based
payments charges (including the related National Insurance and appropriate tax
adjustments), divided by the weighted average number of ordinary shares in
issue for the period.
(3) Cash including money market deposits.
Rightmove plc | Annual Report 2023 | 5
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Strategic report | Business model
Business model
Delivering value, generating value
Rightmove is the UK’s number one online digital property advertising and information portal,
capturing 86% of all time spent on property portals – it is the place people come to when they
start to make their move.
What we do
In our core business, property professionals, such as estate agents, lettings agents and new
homes builders, pay a subscription fee to advertise their properties on Rightmove. This includes
digital advertising products and tools, to increase their profiles, differentiate themselves from
their competition and access our unique market profiles data. A small proportion of customers
advertise overseas properties. For lettings agents we offer end-to-end tenancy services from
referencing and insurance to broadband.
Commercial agents, developers and landlords, from small retail units to large fund managers, also
pay a subscription fee to advertise commercial property and space.
Our extensive property market data is unparalleled and unique to Rightmove, as it derives
from our 86% share of consumer time. We sell this to a range of customers: agents, landlords,
surveyors, insurers, mortgage lenders, brokers and local authorities. We also provide valuation
services and sell our unique and extensive property data.
Through our partners we provide mortgage in principle (MiP) and broker services to consumers who
want to gauge affordability, which generates commissions for us when the mortgage completes.
A range of businesses who want to reach a large audience, in a quick and efficient way, also buy
advertising banners to display on the Rightmove platform. These customers include removal
companies and schools.
The trust that consumers have in Rightmove means that our platform gets over two billion
visits a year – 85% of that comes directly from consumers searching the Rightmove brand itself.
6 | Rightmove plc | Annual Report 2023
6 | Rightmove plc | Annual Report 2023
Network effect
Our leading brand, platform and the powerful network effect of our consumers and
customers underpins the success of our business, and secures our strong and resilient
position through all market cycles and industry events. One Rightmove Platform, crucially
with many connected nodes.
Letting
Agents
Estate
Agents
New Homes
Consumers
Data
Services
Rightmove
Platform
Rental
Services
Commercial
Financial
Services
Property
Professionals
Powered by data
We obsess about continually innovating to provide exceptional value to customers, and an
exceptional experience for consumers, through our superior data and platform, that delivers
exceptional value to Rightmove, and our shareholders, so we can further invest in innovation
and digitisation. The network effect is compounding for all stakeholders.
Rightmove plc | Annual Report 2023 | 7
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Business model continued
How we create exceptional value for our stakeholders
Our network effects are unrivalled and, through our platform, we continually and consistently
deliver exceptional value to consumers and customers, meaning we generate exceptional
value for Rightmove and its stakeholders.
Customers
Consumers
Our Platform’s tools, unique industry data and our
consumer reach, through our access to the largest
property moving audience in the UK, provide
unrivalled data, property insights and marketing
channels: granting customers the most significant
and effective exposure for their own brands and
properties, which helps them maximise returns in
their own businesses.
Rightmove is free to consumers and is at their
fingertips when they are looking to make their move.
It is the only place where they see almost the entire
UK property market in one place. They rely on the
ease, speed and availability of our platform to
provide them with useful data and information
to make their next move.
Shareholders
Employees
Our ambitions and delivery through innovation
generates substantial shareholder value: with
operating profit margins over 70%, high cash
conversion and a robust balance sheet, we are able
to invest to drive future growth through increased
product penetration in our core businesses and the
development of our strategic growth areas.
Our employees define Rightmove. The culture is
open, innovative, supportive and value driven –
employees live by our central behaviours of doing
the right thing for customers, consumers and each
other. Our policies and programmes support and
enrich our employees: improving diversity, equity
and inclusion whilst aiding workforce well-being,
retention and recruitment.
Business Partners
Communities and
environment
We take responsibility in all our business
relationships and seek to develop relationships that
are mutually beneficial. With suppliers we commit
to prompt payment through the prompt payer
code, and with policymakers and regulators we take
an open and transparent approach to ensuring that
we comply with all relevant regulations.
We are committed to the UK’s environmental
agenda and leveraging the reach of our platform to
help the UK Go Greener. We support communities
through charity work and donations and our give
back days (paid leave) provide employees with the
opportunity to volunteer for national, local and
customer charities.
8 | Rightmove plc | Annual Report 2023
8 | Rightmove plc | Annual Report 2023
Strategic report | Our Strategy
Our Strategy
To make moving easier and simpler, by giving everyone
the best place to turn to – and return to – for access to
the tools, expertise and trust to make it happen
Our vision is to give everyone the belief that they can make their move
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Rightmove plc | Annual Report 2023 | 9
Rightmove plc | Annual Report 2023 | 9
Strategic report | Our Strategy continued
The strategy to deliver our vision
Our strategy is aligned to our vision and is to deliver exceptional value to our customers and
consumers, which in turn will generate growth and exceptional value for our shareholders.
It is underpinned by the existing scale and reach of the Rightmove platform, the brand
strength and the structural advantages within the UK property market.
We deliver our strategy and plan through our focus on our five strategic pillars: Consumers,
Core Customers and Strategic Growth Areas, underpinned by our Platform and our People.
2023
2024-2028
2028
Consumers
The place to find
a home online
The moving journey assistant
The home life partner
Core
Customers
Marketing,
leads and efficiency
Deeper product
partnership
Seamlessly linked tech
and data system
Strategic
Growth
Areas
Leveraging
core platform
Commercial, Data, Rental
and Financial Services
Group
diversification
The
Rightmove
Platform
Scaled and
secure
Cloud, Data and
AI powered
Powering of
an industry
People
Cultural and
operational
excellence
Scaling innovation
World class
Long-term structural trends in the UK property market
Population size, lifespans, real estate values and adoption all keep going up – generating a
multiplying economic effect against the backdrop of an ongoing shortage of housing stock
which maintains house price stability.
10 | Rightmove plc | Annual Report 2023
10 | Rightmove plc | Annual Report 2023
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Position and progress against strategic pillars during 2023
Consumers
Core
Customers
Strategic
Growth
Areas
For consumers we are already the place
they turn to first and return to most to buy
and sell their homes. We can do much more
and plan to be a broader journey assistant
offering further products, even more
digitised workflows, improved visibility
and better moving experiences.
Progress in 2023 focused on making the
consumer experience more personalised,
including launching ‘Sent Enquiries’ to help
people manage their move; new features to
connect borrowers with mortgage brokers
to get more advice; and creating ‘Track a
Property’ which allows instant online
valuations for homes.
Our core estate agency and new homes
customers already rely on us to advertise
and reach the largest audience to help them
market effectively, win more business and
create more revenue streams through
providing them with leads. We have long
established relationships but believe we
can provide deeper product partnerships.
Progress during 2023 included introducing
new top packages and launching a digital
Best Price Guide for estate agents, as
well as a premium price guide that has
trackable alerts; launching Lead to Keys
for letting agents; and starting Native
Search Adverts to new homes developers,
helping them get seen more.
The Strategic Growth Areas all exist as
business units today, and leverage the
core platform and network, but are small.
They include commercial real estate, data,
rental and financial services and all have
significant opportunities to build into
and further digitise.
Progress during 2023 included starting
work on a new commercial platform,
more tailored to the needs of commercial
consumers and customers; launching a
new subscription service for data
intermediaries; and setting up our
broker proposition to enable consumers
to speak directly to a broker for advice.
The
Rightmove
Platform
The Rightmove Platform is scaled and
secure to enable it to handle very high
website and app traffic and large data
sets, that come from being the only
place that is available to see all UK
properties in one place in the UK.
Progress during 2023 included significant
migration of nearly half of all platform
services to the cloud, building the
foundation for a new data platform;
and exploring the opportunities of AI
and the integration of new AI technology
into the platform.
People
Our People underpin everything we do
and the brand: they live by core values
and are collaborative and innovative and
committed to delivering continuous
improvement to customers and
consumers.
Changes made during 2023, to ensure
we attract and retain the best people,
included: refreshing the benefits package
for employees and enhancing our training
and development programmes, including
mental health support.
Rightmove plc | Annual Report 2023 | 11
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Our Strategy continued
Our strategy includes leveraging the opportunities presented by
AI and ensuring we are supporting the environment
Go Greener is about enabling a more sustainable UK property industry – an
industry accounting for 25% of total UK emissions(1). Rightmove’s platform has
the reach and audience, and vast amounts of unique property market data, to
inform and facilitate action amongst stakeholders to help the drive to reduce
the industry’s emissions.
Artificial Intelligence (AI) presents a significant opportunity for Rightmove.
We are actively exploring and implementing the benefits that generative AI
can deliver for our business, to further enhance the consumer experience
and generate value for customers, while driving pace and internal efficiencies.
(1) Source – UK Green Building Council.
12 | Rightmove plc | Annual Report 2023
12 | Rightmove plc | Annual Report 2023
Our strategic model for growth
Our existing market-leading and powerful platform provides us with the basis to make our
move into other areas of the value chain and into other property market segments.
In 2023 our focus was in the ‘find’ segment of the value change and in the ‘residential’ market,
where we had nearly all the listings, all the consumers, all the agent customers and a market-
leading product set – c90% of our revenues sit here.
Penetration across the property market segments
Residential
Commercial
Data monetisation
Sales
Lettings
Sales
Leasing
Data Services
Find
Listings
Listings
Listings
Listings
Agents
Developers
Investors
Third Party
Advertising
Display
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a
v
e
h
t
o
t
n
i
Afford
Mortgage
Credit Check
Mortgage
Investment Data
Lending
Display
n
o
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t
a
r
t
e
n
e
P
Transact
Conveyancing,
Surveys
Reference
Contract Deposit
Conveyancing,
Surveys,
Consulting
Professional
Services
Surveyors
Display
Move
Removals,
Home svcs
Inventory,
Removals,
Home svcs
Fit out,
Removals
Fit out,
Removals
Insurance,
Inventory
Display
Lifecycle
Renovations,
Energy,
Maintenance
Current progress
Rent payment,
Maintenance
Renovations
Asset
Management
Renovations
Energy Planning
Display
In the medium and long term, whilst never losing our focus on our core business, there are
many other digitisation opportunities across the property industry for us to innovate and
build into, selectively and logically: leveraging our brand equity, the consumer reach and
engagement, the platform, and established relationships and partnerships – all underpinned
by unique property data.
Rightmove plc | Annual Report 2023 | 13
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Strategic report | Chief Executive’s review
“ A year of continued growth, further
investment in expanding the platform
and providing unrivalled returns to
both consumers and customers.”
Johan Svanstrom Chief Executive Officer
Dear Shareholders,
One year in and I am delighted to report continued growth
for Rightmove through 2023. With all the macro uncertainty,
particularly in the early part of the year, we have delivered
not just strong financial growth, but increased the quality
and range of products and efficiency tools we offer to our
consumers and customers. We also reshaped our strategy,
setting out an ambitious plan to expand our business,
stretch our brand, and deliver meaningful acceleration in
both revenues and profits over the coming five years.
Our new vision is to ‘give everyone the belief they can
make their move’.
Resilience of the business model through all
cycles of the property market
The housing market slowed somewhat during 2023, reflecting
the increased interest rates and noisy economic backdrop, to
1.0 million(1) sales transactions (2022: 1.2 million).
The most notable impact of the higher interest rate
environment was increased caution on the part of buyers
and sellers. Although this prolonged the property cycle
(the time it takes for a seller to find a buyer) to an average
of 59 days(2) (2022: 37 days), it remained broadly in line with
pre-pandemic markets (2019: 66 days). In this slower
property market, both estate agents and new homes
developers needed to work harder to close sales and win
new vendor mandates. Nonetheless, they remained resilient
and agile, and trusted the Rightmove platform and products
to provide them with marketing solutions, lead-generation
opportunities and market data.
As a result, our revenues increased by 10% on 2022. This
continued growth in a more challenging market, as well as
during the post-pandemic years of more frenzied property
market activity, demonstrates the robustness of our
business model, and the return on investment our products
provide to customers, in all cycles of the property market.
Leading products and innovation for both
consumers and customers
Rightmove remained the place that consumers chose to turn
to first, and engage with most, throughout 2023. Over 86%
of all time spent on property portals in the UK was spent on
Rightmove (2022: 85%)(3) and Google continued to report
that more people start their property searches with
‘Rightmove’ than with ‘Property’.(4) Consumers visited
the Rightmove platform over 2.2bn times during 2023
(2022: 2.3bn) and spent over 15.4bn minutes searching and
researching properties (2022: 16.3bn). The reduction in both
visits and time since 2022 reflects the more challenging
market during 2023, however both metrics are well above
pre-pandemic levels and show the growing strength of the
Rightmove platform; up 38% and 27% respectively on 2019
(2019: 1.6bn visits, 12.1bn minutes).
Consumers’ ongoing choice of Rightmove reflects our
investment in continuous improvement of the platform’s
features and the data that underpins it, and a determination
to ensure that every visit is both worthwhile and enjoyable.
During 2023, we focused on ways to get to know more about
our consumers – to allow us to better personalise their
experiences and provide each visitor with relevant content,
expanding beyond the part of finding a property. In addition
to search tools, we invested in expanding the research data
we provide to consumers – such as our House Price Index,
and our publications of weekly mortgage updates and a
quarterly rental tracker; all of which leverage our unique
property data. We sent 3.6m consumer emails every week
providing updates and insights on the property market.
The extent of Rightmove’s consumer reach means that our
customers can advertise their own brands and properties to
the largest property audience in the UK. With our suite of
marketing products, customers see both outstanding and
measurable results. During 2023, we continued to invest in
14 | Rightmove plc | Annual Report 2023
new and improved products to deliver further customer
value and to improve marketing opportunities. We enhanced
our top package for estate agents with the launch of
Optimiser Edge, which contains two exclusive products:
Native Search Adverts (NSA), an interactive advert on the
search results page that drives enhanced consumer
engagement and the ability to re-target consumers; and a
Premium version of our Price Guide that provides data-
backed personalised reporting to support agents’ valuations.
Both products exemplify how Rightmove can deliver
unsurpassed value from the largest and deepest data set
and reach in the UK market. The top package for new homes
developers, Advanced, was upgraded to improve the look of
video content which showcases their developments.
The extent of our consumer reach also allows us to provide
customers with a wealth of behavioural data through our
lead-generation products – Rightmove Discover and Local
Valuation Alert – that increase the value of a Rightmove sales
lead. Over 60 million leads were sent from our platform
during 2023 – a reduction on 2022 (2022: 67 million) due to
the slower market and buyer caution, but a strong 50%
increase on 2019 (2019: 40 million) demonstrating the value
of our ongoing investment in lead-generation products.
More than marketing
Customers get much more than marketing as part of their
Rightmove membership. Our customer platform,
Rightmove Plus, is designed to make running customers’
day-to-day businesses easier and more time efficient,
through managing their listings, accessing data and
generating reports such as the Best Price Guide (used
over 19 million times in 2023). Customers also have access
to the Rightmove Hub which provides market-leading
professional training programmes for their employees.
This includes regularly scheduled CPD-certified webinars:
covering topics from the latest legislation and mandatory
training requirements to changes in the market conditions
(viewed over 23,000 times during 2023); a hub of supporting
documents and material to research and read; and our free
Ofqual-regulated Level 3 Certificate for Estate and Lettings
Agents (CELA), which over 3,000 agents signed up to during
2023. Agent managers can assign, track and ensure
compliance with training across their teams using the Teams
View tool within the Hub. Currently over 40,000 individual
agents are registered on the Rightmove Hub.
Expanding our vision and strategy
Our vision is to give everyone the belief they can make their
move, and, to achieve that vision, our mission remains to
make the move easier and simpler, by giving everyone access
to the best tools, expertise and data to make it happen.
Our strategy is ultimately to deliver exceptional value to both
customers and consumers on the back of the broadest range
of property data in the UK, fuelled by unsurpassed digital
scale, which in turn will generate growth and exceptional
value for all our stakeholders.
As we set out at our Investor Day in November, we see
numerous opportunities to expand the Rightmove offering,
beyond our ongoing focus on the core business of the
residential property market segment. Although the core
business will remain our primary business driver, we have
now set our ambition in each of commercial real estate,
rental services and mortgage generation. We are going
deeper into the value chain within several property market
segments and further digitising processes together with
our partners: beyond ‘find’ and into ‘afford’ as well as the
later stages of ‘transact’, ‘move’ and ‘lifestyle’.
Rightmove plc | Annual Report 2023 | 15
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Chief Executive’s review continued
During 2023, we made progress in each of these three
strategic growth areas. In rentals, which stands for over 50%
of all moving journeys each year in the UK(5), we developed a
new solution, whereby a rental agreement can now be
achieved in five digitised and connected steps, bringing
efficiency to all three stakeholders of consumers, agents and
landlords. In financial services, we doubled our revenue by
building out our digital mortgage in principle (MiP) tool, to
provide greater volumes and higher-quality MiP leads to our
lender partner. We also connected an estate agent broker to
the online application journey; for the first time allowing
consumers to access mortgage advice without leaving our
platform, by innovating together with our agent partners.
Finally, our commercial real estate business saw strong
double-digit growth as we began the process of creating
a world-class digital commercial real-estate advertising
product. We see significant long-term opportunity by
deepening the Rightmove commercial product set and
delivering value to commercial landlords, tenants and
brokers on a market leading and UK focused platform.
We have strong conviction that our strategy will serve us
well over the medium term. It is underpinned not only by
our business model and network effect, but by structural
tailwinds in the UK property market, which has a shortage
of housing stock relative to demand; a growing population;
increasing lifespans; increasing real estate values, and ever-
increasing digital adoption, all of which create a multiplier
economic effect. We are investing in our data platform and
the enabling technologies of cloud, mobile and generative AI.
We see opportunities to further strengthen our data moat
and leading network effects, driving discovery and efficiency
for consumers and customers, as well as internal operations.
Our vision to give everyone the belief that they can make
their move is all encompassing. The Rightmove platform and
data will provide the products, data and insights for anyone
considering any property related move, delivering value to
the entire ecosystem.
16 | Rightmove plc | Annual Report 2023
Contributing to communities and the environment
Giving back to the communities in which we operate, not
only through volunteering and charitable giving, but through
supporting the environment, is high on our agenda.
We believe that Rightmove has not just the opportunity,
but the responsibility, to provide insights to help the UK go
greener and to accelerate change to meet its Net Zero targets
by 2050. The UK property market contributes 25% of total
UK emissions(6). Rightmove’s platform has the reach and
audience, as well as vast amounts of unique property market
data, to inform and facilitate action amongst stakeholders to
drive the needed reduction in the sector emissions.
We launched our Go Greener initiative in the second half of
the year, which provides a pathway to greener property in
the UK and defines the central pillars of how Rightmove will
contribute: Greener Homes, Greener Data, Greener
Buildings, Greener Rightmove. Our initiatives include
supplying green property data and insights to better
understand a property’s green credentials; becoming a
trusted voice for consumers, customers and property
professionals as they assess the challenges and benefits of
making green improvements; and driving greener buildings
by enabling commercial tenants and investors to discover
sustainable buildings and opportunities. We also published
our second Greener Homes report(7) in July, which combined
millions of Rightmove’s property data points, from the last
15 years, as well as government data and opinions from
thousands of homeowners, landlords and renters that we
surveyed. The report provided suggestions and insights
on the incentives that are needed to help people make
green improvements.
Rightmove, in parallel, is continuing its focus on improving its
own operational emissions and targets. In 2023, we achieved
our three-year environmental target to reduce our office
electricity tonnes of CO2 by 10% and are ahead of plan on our
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target to have 75% of fleet cars ultra-low emission by 2025,
and 100% by 2028. We also completed a rebase of 2020
calculation methodology and data sets, to ensure
consistency with our latest carbon footprint calculation.
Moving forward with the Rightmove team
The commitment and talent of the Rightmove team was
one of my first impressions on joining, and it has endured.
The team underpins Rightmove’s success. We have a
performant culture that is inclusive, creative, innovative
and collaborative. Our team is focused on delivering for our
customers and consumers and driving improvement right
across the business. Working and playing hard, well over 80%
of employees say that ‘Rightmove is a great place to work’ in
the annual employee survey.
Employee polices and benefits were reviewed and enhanced
during the year: two additional days annual holiday for
everyone, plus two further ‘Rightmove gives-back’ days for
volunteering; increasing the employer pension contribution;
and an increased cycle to work allowance. We refreshed and
extended our Thrive programme which provides support and
training in well-being, mental health and financial matters.
Diversity is core to our People agenda, benefitting
everyone and the business: bringing not only a more
enjoyable workplace but a broader range of perspectives,
which reflect the consumers and customers we serve and
promote innovation and business success. We continue to
evolve our internal training on all aspects of diversity. Whilst
we are pleased that certain aspects have improved, such as
our gender pay gap and the ethnic diversity of our employees
reflecting the UK population, we believe and know there is
always more to do.
I am proud of what the Rightmove team delivered, and
equally proud of our ambitions for the future – and would like
to thank everyone for the hard and high-quality work during
2023. I look forward to continuing to support the team in
delivering further value to all stakeholders on our platform
and progressing the ambitious Rightmove strategy.
Johan Svanstrom
Chief Executive Officer
29 February 2024
(1) Residential property transactions in the UK recorded by the Land Registry.
(2) Source – Rightmove Data Services.
(3) Source: Comscore Mobile Metrix® Mobile App only, total Audience, Custom-
defined list of Rightmove (Mobile App) and Zoopla Property Search (Mobile App),
January – December 2023, United Kingdom.
(4) Source: Google analytics.
(5) Based on number of private rented properties in the UK and average tenancy
length (English Housing Survey 2022-2023).
(6) Source – UK Green Building Council.
(7) Source – Green Homes Report available at
https://www.rightmove.co.uk/guides/energy-efficiency/rightmove-greener-
homes-report-2023/
Rightmove plc | Annual Report 2023 | 17
Strategic report | Operational key performance indicators
We use the metrics set out below to track our operational performance.
Number of advertisers
Average revenue per advertiser – ARPA (£ per month)
21000
20000
19000
18000
17000
16000
15000
14000
13000
12000
19,809
19,197
18,969 19,014 18,785
2019
2020
2021
2022
2023
2023 performance
1500
-1%
Risks
1
2
3
1200
1,088
900
600
300
0
1,314
1,189
778
1,431
2023 performance
+9%
Risks
1
2
3
Source: Rightmove
Definition
The total number of paid-for UK estate and lettings Agency
branches/branch equivalents and New Home developer sites
advertising properties on Rightmove.
Strategic link
The place consumers turn to first and engage with most; and
innovation to create a simpler and more efficient marketplace.
2020
2019
Source: Rightmove
Definition
2021
2022
2023
Revenue from Agency and New Home advertisers in a given
month divided by the total number of advertisers during the
month, measured as a monthly average over the year.
Strategic link
Unrivalled exposure, leads and products for our customers.
Traffic (time on site measured in billions of minutes)
Employee engagement
2023 performance
100
93%
19.4
18.4
17.4
16.4
15.4
14.4
13.4
12.4
11.4
10.4
18.3
15.9
16.3
15.4
12.1
2019
2020
2021
2022
2023
-6%
Risks
2 3 4
Source: Google Analytics
Definition
Total time measured in billions of minutes spent on Rightmove
platforms during the year.
Strategic link
The place consumers turn to first and engage with most.
89%
87%
88%
2021
2022
2023
2023 performance
+1
Percentage points
Risks
6
81%
80
60
40
20
0
2020
2019
Source: Rightmove
Definition
Based on the number of employee respondents selecting ‘Yes’ as
a response to the question ‘Rightmove is a great place to work’ in
the annual employee survey.
Strategic link
Build great teams with a culture to innovate.
Principal risks relevant to our KPIs (read more on principal risks on pages 60 to 63)
1
4
Macroeconomic environment
Cyber security and IT systems
2
5
Competitive environment
Regulatory risks
3
6
New or disruptive technologies and changing
consumer behaviours
Securing and retaining the right talent
18 | Rightmove plc | Annual Report 2023
400
350
300
250
200
150
100
50
0
26
24
22
20
18
16
14
12
10
Strategic report | Financial key performance indicators
We use the metrics set out below to track our financial performance.
Revenue £m
Underlying operating profit £m
364.3
332.6
304.9
289.3
205.7
2022
2021
2020
2019
Source: Rightmove
Revenue grew by 10% year on year to £364.3m
(2022: £332.6m)
2023
2023 performance
+10%
Risks
1 2 3 4
219.7
137.5
300
250
200
150
100
50
0
264.6
245.4
231.0
2023 performance
+8%
Risks
1 2 3 4 5
2023
2022
2020
2021
2019
Source: Rightmove
Underlying operating profit increased by 8% to £264.6m
(2022: £245.4m) with underlying operating margin(1) at 73%
(2022: 74%)
Operating profit increased by 7% to £258.0m (2022: £241.3m)
with operating margin(1) at 71% (2022: 73%)
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Underlying basic EPS (pence per ordinary share)
Cash returned to shareholders £m
20.3
21.8
23.8
25.2
2023 performance
+6%
Risks
12.8
1 2 3 4 5
2023
2022
2021
2020
2019
Source: Rightmove
Underlying basic earnings per share (EPS) is defined as profit for the
year before share-based payments charges (including the related
National Insurance and appropriate tax adjustments), divided by the
weighted average number of ordinary shares in issue for the period.
Underlying basic EPS increased by 6% to 25.2p (2022: 23.8p).
Basic EPS grew by 5% to 24.5p (2022: 23.4p)
300
250
200
150
100
50
0
148.5
30.1
238.8
197.7
201.7
2023 performance
+2%
Risks
1 2 3 4 5
2023
2022
2021
2020
2019
Source: Rightmove
During the year free cash flow was returned to shareholders in the
form of share buybacks and dividends with cash returns totalling
£201.7m (2022: £197.7m).
(1) Underlying operating margin: which is defined as the underlying operating profit as a percentage of revenue.
1
4
Macroeconomic environment
Cyber security and IT systems
2
5
Competitive environment
Regulatory risks
3
6
New or disruptive technologies and changing
consumer behaviours
Securing and retaining the right talent
Rightmove plc | Annual Report 2023 | 19
Strategic report | Financial review
“ A strong financial performance, against
an uncertain economic backdrop, driven
by the resilient and growing demand for
Rightmove’s products and services that
deliver exceptional value for customers
and consumers.”
Alison Dolan Chief Financial Officer
Revenue
Revenue increased by £31.7m/10% on 2022, to £364.3m
(2022: £332.6m), due to increased demand for our products
and packages within Estate Agency and New Homes, annual
price increases and growth in the Other business units.
higher customer numbers, and higher ARPA reflecting
increased spending on digital products – multi-channel
marketing campaigns and banner adverts in particular.
Revenue (£m) vs 2022
Agency
New Homes
Other
Total revenue
Agency branches
New Homes
developments
Total membership
2023
£m
262.0
66.4
35.9
364.3
2022
£m
247.3
52.6
32.7
Change vs
2022 £m
14.7
13.8
3.2
Change vs
2022 %
6%
26%
10%
332.6
31.7
10%
2023
2022
15,839 15,932
Change vs
2022
(93)
Change vs
2022 %
(1%)
2,946
3,082
18,785 19,014
(136)
(229)
(4%)
(1%)
Agency revenues increased to £262.0m, up 6%/£14.7m on
2022, as agents continued to invest in additional products
and upgraded their packages, as well as the annual price
increases from contract renewals. Agency ARPA(1)
increased to £1,356 – up 6%/£78 on 2022 (2022: £1,278).
Agency customer numbers ended the year broadly flat at
15,839 – down 1%/ 93 compared to 2022 (2022: 15,932).
New Homes revenue, at £66.4m, was up 26%/£13.8m on
2022, reflecting significant upgrades to the Advanced
package, incremental purchase of products, and successful
contract renewals. New Homes ARPA(2) increased to
£1,825 per development per month, up 21%/£312 on 2022
(2022: £1,513). Development numbers ended the year at
2,946 – a decrease of 4%/136 on 2022 (2022: 3,082).
Outside the core business, our other business units also grew
by £3.2m/10% in aggregate, led by our Strategic Growth
Businesses. Mortgages revenues doubled, growing by over
130%(3), as more consumers completed their transactions
with a mortgage initially secured through our MiP product.
Commercial Real Estate revenues grew by 15%(4), driven by
20 | Rightmove plc | Annual Report 2023
27.7
0.8
3.2
364.3
332.6
350
300
250
200
150
100
50
0
Dec
2022
ARPA
Customers
Other
revenue
Dec
2023
The majority (c60%) of revenue growth from the core
business was from incremental product uptake and
package upgrades, leading to higher ARPA. Development
numbers in New Homes also contributed, being 5% higher
on average throughout 2023 than the average members
during 2022.
Revenue by segment (%)
72
18 10
Agency
New Homes
Other
The percentage of total revenue from New Homes
increased to 18% (2022: 16%). The contribution from
Agency to total revenue was 72% (2022: 74%), reflecting
the semi-countercyclical nature of the Agency and New
Homes businesses, with developers increasing marketing
activity in response to the changing market conditions
during 2023.
Administration costs
Earnings per share (EPS)
Administration costs of £106.3m were up £15.0m/16% from
£91.3m in 2022.
Underlying operating costs(5) (defined as operating costs
before the inclusion of share-based payments charges and
related National Insurance of £6.5m) were £99.7m – an
increase of £12.5m/14% on 2022 (2022: £87.2m).
The increase is due primarily to:
• £8m higher payroll costs: reflecting increased headcount
of 12% (average 727 vs 647 in 2022) and the impact of the
annual salary increase (7%), partially offset by reduced
contractor costs as roles were filled throughout the year;
• £2m higher Tech costs: mostly from increased spend on
consultancy around AI; migration of our data centres to the
Cloud; infrastructure maintenance and higher costs for
software licences following the increased headcount.
• £2m of increased overhead costs: general inflation across
rent and utilities, professional fees and staff expenses;
higher spend on legal and professional fees; and larger
doubtful debt charges reflecting the impact of the
challenging market dynamics on smaller agents with
more payment plans utilised during the year; and
• £0.5m increased depreciation and amortisation charges:
reflecting increased software amortisation following the
full-year impact, and ongoing capitalisation, of MiP and ERP
development costs.
The share-based payments charge of £6.5m increased
by £2.4m on 2022 (2022: £4.1m) reflecting new awards,
accelerated charges for good leavers and the impact of the
increase in the share price during the year on the national
insurance charge.
Operating profit
Revenue
Admin costs
2023
£m
2022
£m
Change vs
2022 £m
Change vs
2022 %
364.3
(106.3)
332.6
(91.3)
31.7
(15.0)
10%
16%
Operating profit
258.0
241.3
16.7
7%
Operating margin %
71%
73%
Operating profit of £258.0m increased by 7%/£16.7m on 2022,
with an operating profit margin for 2023 of 71% (2022: 73%).
Underlying Operating Profit(6) of £264.6m increased by
8%/£19.2m compared to 2022 (2022: £245.4m), with an
underlying operating profit margin(7) of 73% (2022: 74%).
Basic EPS increased by 5% to 24.5p (2022: 23.4p), driven by
the increase in profit and continuance of the share buyback
programme, which reduced the weighted average number of
ordinary shares in issue to 813.3m (2022: 835.3m).
Underlying basic EPS(8) (based on underlying operating
profit(6)) increased by 6% to 25.2p (2022: 23.8p).
Taxation
The consolidated effective tax rate for the year ended
31 December 2023 was 23.3% (2022: 18.9%), slightly
below the UK’s blended standard rate for the year of
23.5% (2022: 19.0%).
All tax matters are managed to ensure that the right amount
of tax is paid and collected at the right time, in line with all
applicable tax laws and there were no overdue taxes at the
year end.
As in prior years, the total of UK taxes paid and collected by
the Group is significantly more than the corporation tax paid
on UK profits. Rightmove’s total tax contribution to the UK
Exchequer was £148.4m in 2023 (2022: £119.8m). Of this,
£69.1m (2022: £52.2m) related to taxes borne by the Group,
while the remaining £79.2m (2022: £67.6m) was collected in
respect of payroll taxes and net VAT. The increase in total tax
contribution compared to the prior year is primarily due to
the rise in corporation tax rate to 25.0% effective 1 April
2023, and higher operating profit, which impacted both VAT
and corporation tax. Rightmove’s tax strategy can be found
on their corporate website.
Taxes collected 2023 (%)
VAT
Employment taxes
IPT
Taxes borne 2023 (%)
79.7
20.0
0.3
1.6
Corporation tax
Business rates
Employment taxes
Stamp duty and other
88.2 9.0
1.2
Rightmove plc | Annual Report 2023 | 21
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Financial review continued
Balance sheet
Summary consolidated statement of financial position
Property, plant and equipment
Intangible assets
Deferred tax asset
Trade and other receivables
Contract assets
Income tax receivable
Money market deposits
Cash
Trade and other payables
Contract liabilities
Lease liabilities
Provisions
Net assets
2023
£m
9.4
21.8
2.4
31.5
0.8
0.2
5.2
33.6
(24.7)
(2.5)
(7.5)
(0.8)
69.4
2022
£m
Change
£m
10.4
22.1
1.5
26.6
0.5
0.6
5.0
35.1
(20.9)
(2.3)
(9.6)
(0.8)
68.2
(1.0)
(0.3)
0.9
4.9
0.3
(0.4)
0.2
(1.5)
(3.8)
(0.2)
2.1
0.0
1.2
Rightmove’s balance sheet at 31 December 2023 shows net
assets and total equity at £69.4m (2022: £68.2m), including
cash and money market deposits of £38.8m (2022: £40.1m).
Trade and other receivables of £31.5m increased by £4.9m
on December 2022, primarily reflecting higher revenues in
2023 increasing trade receivables to £24.5m (2022: £20.9m),
as well as some ageing of debts, with debtor days for the year
at 24 (2022: 23 days). The remaining increase in other
receivables reflects the timing of prepayments and quarterly
interest receivable on cash and money market deposits.
Trade and other payables of £24.7m increased £3.8m due
to the timing of expenditure and invoices received for both
trade and capital expenditure purchases, and higher year end
creditors for VAT and social security payments; where the
increases are driven by higher revenues and increased
headcount. Payments to suppliers continued to be made on
a timely basis: on average within 19 days (2022: 17 days).
Cash flow and liquidity
Rightmove remained debt free during 2023 and cash
generation remained strong, at 104% of Operating Profit(9)
(2022: 101%). Cash generated from operating activities
increased by £24.0m to £268.2m (2022: £244.2m).
The closing cash balance, including money market deposits,
was £38.8m (2022: £40.1m). Surplus cash continues to be
invested in short term, easily accessible money market
deposits, including in a green money market fund.
The Group bought back and cancelled 24.0m ordinary shares
during the year (2022: 22.3m), at a cost of £130.9m (including
expenses) as part of its ongoing share buyback programme
(2022: £130.9m). Dividends totalling £71.7m in relation to
the final 2022 dividend payment and interim 2023 payment
were also paid during the year (2022: £67.7m).
Shareholder returns
Consistent with our progressive dividend policy, the Directors
are recommending a final dividend of 5.7p per ordinary share,
which will take the total dividend for the year to 9.3p – growth
of 9% on the 2022 dividend. It will be paid on 24 May 2024 to
all shareholders on the register on 26 April 2024.
Alison Dolan Chief Financial Officer
29 February 2024
(1) Agency ARPA is calculated as revenue from Agency advertisers in a given month divided by the total number of advertisers during the month, measured as a monthly
average over the year.
(2) New Homes ARPA is calculated as revenue from New Homes developers in a given month divided by the total number of developers during the month, measured as a
monthly average over the year.
(3) Mortgage revenue growth of over 130% resulted in revenue of £2.2m for the 2023 financial year.
(4) Commercial revenue growth of 15% resulted in revenue of £12.2m for the 2023 financial year.
(5) Underlying costs are defined as administrative expenses before share-based payments charges (including the related National Insurance).
(6) Underlying operating profit is defined as operating profit before share-based payments charges (including the related National Insurance).
(7) Underlying operating margin is defined as the underlying operating profit as a percentage of revenue.
(8) Underlying basic EPS is defined as profit for the year before share-based payments charges (including the related National Insurance and appropriate tax adjustments),
divided by the weighted average number of ordinary shares in issue for the period.
(9) Cash generated from operating activities of £268.2m (2022: £244.2m) compared to operating profit as reported in the income statement of £258.0m (2022: £241.3m).
22 | Rightmove plc | Annual Report 2023
Strategic report | Section 172 Statement – Working with our stakeholders
Engaging with stakeholders
Decisions made for the benefit of our stakeholders
The following pages outline how the Board and wider business engaged with our stakeholders during the year; explaining
who our stakeholders are, their interests, the outcome of Board engagement and the Board’s decision-making process.
Section 172 Statement
The Board recognises that maintaining a strong relationship
and dialogue with stakeholders is critical to delivering
sustainable growth over the long term. The interests of all
stakeholders are considered carefully by the Board and wider
business when making decisions, and their potential impact.
In compliance with Section 172(1) of the Companies Act
2006, each of the Board’s Directors acts and makes decisions
in the way they consider, in good faith, would be mostly likely
to promote the success of Rightmove, for the benefit of the
Group’s members as a whole. In doing so the Directors have
regard, among other matters, to the:
• likely consequences of any decisions in the long term;
• interests of the company’s employees;
• need to foster the company’s business relationships with
suppliers, customers and others;
• impact of the company’s operations in the community and
the environment;
• desirability of the company maintaining a reputation for
high standards of business conduct; and
• need to act fairly between members of the company.
The Board operates within a corporate governance
framework that provides a clear structure for decision
making, and which allows day-to-day management to be
undertaken efficiently and within appropriate controls.
The Board delegates authority for day-to-day management
to the CEO and senior leadership but the responsibility for
execution of this delegated authority and monitoring is
retained by the Board.
Board decisions are made through the consideration and
discussion of reports received (in advance of each Board
meeting); presentations made to the Board; and
conversations and meetings with stakeholders. While the
Board always seeks to ensure that decision outcomes will
benefit all stakeholder groups, it recognises that, as
stakeholder priorities are wide ranging and sometimes
conflict, it is not always possible to do so. Therefore, it seeks
to take decisions that it believes are most likely to provide
results that deliver the strategy and so will serve the
interests of all stakeholders over the long term.
Further information on how the principles that underpin
Section 172 are reflected across the wider business is cross
referenced below:
Section 172 matter
Location for more information
The likely consequences of any
decisions in the long term
• Business Model and Our Strategy (pages 6 to 13)
• Risk Management and PRU (page 57)
The interests of the company’s
employees
• Stakeholder engagement (page 27)
• ESG – Our Employees: Diversity, Inclusion and equity (page 45)
• Remuneration Committee Report (page 94)
The need to foster the company’s
business relationships with
suppliers, customers and others
• Business Model and Our Strategy (pages 6 to 13)
• Stakeholder engagement (pages 23 to 29)
• ESG – governance: code of conduct, anti-bribery and corruption
(pages 53 to 55)
The impact of the company’s
operations on the community and
environment
• Business Model (page 6)
• ESG – environment: Go Greener and TCFD (page 33)
• Stakeholder engagement (page 29)
The desirability of the company
maintaining a reputation for high
standards of business conduct
• Risk Management (page 57) and Audit Committee report (page 79)
• ESG – Governance (page 53)
• Director’s Report (page 116) Non-financial and sustainability information statement (page 32)
The need to act fairly as between
members of the company
• Stakeholder engagement – shareholders (page 24)
• ESG – Our employees: People and Culture ( page 45)
Rightmove plc | Annual Report 2023 | 23
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Section 172 Statement – Working with our stakeholders continued
Engagement with our stakeholders
Rightmove’s stakeholders are its shareholders, customers, consumers, employees, business partners and communities in
which our offices are located (including the environment). The following pages explain the stakeholders’ interests; provide
examples of how we engaged with them during the year and how feedback reached the Board and senior management, as
well as some examples of outcomes of decisions made having considered this feedback.
Shareholders
Shareholders are the owners of
the Company. They include
institutional investors, employees
and private individuals. Investor
confidence ensures continued
access to capital and maintaining
an open and trusted dialogue with
current and potential investors is
a priority.
What matters to them?
Rightmove’s shareholders are concerned with value creation, the business model and
delivery of the strategy. They need reporting of financial results and future prospects to be
fair, balanced and understandable and expect long-term growth in financial performance,
returns to shareholders and the share price. Shareholders expect robust governance,
effective risk management, strong leadership and culture, and a focus on environmental
and social matters.
How Rightmove engages
Shareholder communication is through a comprehensive investor relations programme,
using a range of direct and indirect channels: the annual report and results presentations,
with Q&A sessions; investor roadshows, events, calls and meetings; the AGM; LSE
regulatory news announcements and press releases; and through our investor website.
Meetings with Board members and senior leadership can be arranged on request.
The Board’s investor relations activity is set out in the Corporate Governance section
on page 76.
How feedback reaches the Board and senior management
• The Chair and Executive Directors hold one-to-one meetings with shareholders
and analysts
• Investor presentations and Q&A sessions at half-year and full-year results
• Consultation with investors regarding the Remuneration Policy (January 2023)
• Investor Day (November 2023) allowed Board members to talk directly with investors
• External advisors prepare and present investor relations reports and shareholder analysis
at Board meetings
• Our Corporate Communications agency, Powerscourt, seeks periodic investor feedback
and feeds back to Executive Directors.
Outcomes and value created in 2023
• Updated 2023 Remuneration Policy using feedback from investors
• Growth in returns to shareholders through share buybacks and dividends
• Q&A opportunity, at the Investor Day, with the Rightmove leadership team regarding
the Group’s strategy, business model and plans for investment
• Corporate Responsibility Committee approved an updated ESG strategy, in line with
shareholder expectations of being a responsible and sustainable company.
Case study: Investor Event
On 27 November 2023 the Rightmove Group Leadership Team hosted an Investor Day at the London Stock
Exchange. CEO Johan Svanstrom and CFO Alison Dolan led the presentations of Rightmove’s vision,
business model and strategy, and answered questions from investors and analysts. Our strategic growth
model is outlined on page 13. The event included break-out sessions to explore and explain our products in
detail, including Rightmove Plus and Rental Services, and presentations on Product, Data and Technology,
Estate Agency and New Homes, Mortgages and Commercial Real Estate.
24 | Rightmove plc | Annual Report 2023
Customers
Our customers are principally
estate and lettings agents or new
home developers who pay to
advertise properties for sale or
to rent on Rightmove platforms.
Some customers operate
overseas and some deal in
commercial real estate. They rely
on Rightmove’s reach to access
the largest property hunting
audience to help them market
effectively and win more
business. Customers also include
property professionals, such as
surveyors and mortgage lenders,
who buy our valuation and unique
property data and tools.
What matters to them?
Customers expect high levels of service and value for money from Rightmove, which includes
innovative new products that help them maintain and build their own businesses. They
expect an exceptional customer experience: with strong relationships with their account
managers and a responsive, helpful and friendly service from our customer services team.
How Rightmove engages
Engaging with customers is constant, carried out through our account directors, managers
and customer experience teams. The Rightmove Hub, our dedicated client portal, provides
webinars, training, and other resources for customers to access online. Senior leadership
within the sales and product development teams conduct in-person surveys on a periodic
basis to understand what matters to customers, while also reviewing weekly data updates
informing them of customer activity.
How feedback reaches the Board and senior management
• The CEO reports to the Board on customer sentiment and retention at every scheduled
Board meeting; in 2023, this included the outcome from a deep dive project of field-
based interviews to explore customer sentiment
• Account directors review quarterly customer sentiment analysis reports and hold weekly
pods to discuss actions needed
• Sales reports, business and strategy updates from area and regional client account
managers
• Results of monitoring of client satisfaction and feedback surveys
• Monthly Board report and management report which include customer activity and
financial results.
Outcomes and value created in 2023
• Direct contact and discussions between Executive Directors and several customers to
update our understanding of customer interests and concerns
• Lead to Keys proposition launched making the lettings process as simple and efficient as
possible for our customers
• Launching the digital Best Price Guide, as well as a premium price guide that has trackable
alerts, for estate agents
• Release of Ad Manager - a self-service tool released to New Homes customers this year,
allowing them to upload their own artwork without having to contact Customer Services.
• Free qualification Certificate for Estate and Lettings Agents Qualification (CELA) for all
customers’ employees.
Case study: Listening to customers and taking action
Our marketing research team conducted research with agency customers to understand which features they
would most value in new products and packages. One of the insights revealed that agents wanted to be able
to make changes to their product suite themselves, online. As a result, we launched Ad Manager within the
customer platform, Rightmove Plus, during 2023, allowing them to manage changes to any branding products
online, without having to call in. Estate agents also said they wanted to be able to better showcase their own
brand by using videos on the Rightmove search page; and we launched Native Search Ads. 35% of agents are
engaging with Native Search Ads as part of our top level package.
Rightmove plc | Annual Report 2023 | 25
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Section 172 Statement – Working with our stakeholders continued
Consumers
Our consumers rely on Rightmove
for tools to search for property
(to buy, sell or let) and for data
to access our unique property
information. They spent over
15.4 billion minutes (about 29,000
years) on Rightmove platforms
in 2023 and their trust and
confidence in Rightmove
underpins our business model.
What matters to them?
Consumers want access to data and tools to provide them with the information needed
to move. They want this to be easily accessible, accurate and easy to navigate, and where
possible personalised to them: with digitised workflows that provide them with simpler
moving experiences.
How Rightmove engages
Engagement with consumers takes a number of forms, as we prioritise providing the highest
quality experience on our platform: experience design teams conduct user testing on
existing and new features, gathering feedback from thousands of people using our platform;
regular communications are sent via email about the housing market and helpful home-
moving guides and tools, as well as asking consumers about their plans for moving now and
in the future. Consumer support teams respond to consumer queries on matters such as
property advertisements and data quality and we also monitor consumer activity through
real-time traffic and consumer behaviour data.
How feedback reaches the Board and senior management
• Presentations on the development of new consumer products and services
• Sales reports, KPIs and financial results
• Monthly Board and management reports update on customer engagement and activities
• Industry metrics and consumer analysis.
Outcomes and value created in 2023
• Launch of Sent Enquiries to help people more easily track and manage their move
• Introduction of new features to connect borrowers with mortgage brokers to access
more advice
• Creation of Track a Property, which allows instant online valuations for homes that
people are interested in
• Investment in enlarging our product development teams to further accelerate the pace
of new product delivery and enhanced content.
Case study: Listening to consumers
Development of the
Commercial Platform
During the year we increased
our focus on, and increased our
investment in, our proposition for
commercial real estate consumers.
A new team and MD for the
Commercial business were
recruited and the platform is being
updated to reflect the particular
and varying requirements of
movers looking to buy or sell
commercial real estate.
Mortgage broker proposition
launched
In November 2023 we launched a
new mortgage broker service,
offering more choice to consumers
by further enhancing our existing
direct to lender service with the
option of an introduction to a
mortgage broker/adviser. This
service will be further expanded
during 2024.
Track My Property released
A new feature for consumers, Track
My Property, was released providing
home hunters the ability to track all
properties they are interested in, as
well as receive an estimate of what
it’s currently worth. This will help
them organise their information
and navigate directly to properties
that interest them.
26 | Rightmove plc | Annual Report 2023
Employees
Rightmove directly employs
almost 800 people in the UK,
across offices in London, Milton
Keynes and Newcastle, and a
field-based account management
team. Our success is underpinned
by our people, who deliver our
results, and relies upon us
attracting, developing and
retaining new talent, providing
an inclusive and diverse culture,
whilst understanding what
matters to them.
What matters to them?
Employees care about working in a diverse, equitable and inclusive workplace and being fairly
compensated for the work they do. They expect training, and opportunities to grow and
develop, in a culture that means they can be themselves. Rightmove’s position on and
contribution to environmental matters, its financial performance and reputation are also
important to our people and prospective employees.
How Rightmove engages
Our Non-Executive Directors hold annual employee feedback sessions to discuss a range of
employee-related matters, while employee surveys are carried out every six months, with
the Chief People Officer following up on themes with teams. Each month, Town Hall sessions
are led by the CEO and attended by the leadership team and other speakers, offering Q&A
opportunities for everyone. The year is rounded off with a series of annual employee,
in-person conferences that both look back over the year and look forward via the business plan.
How feedback reaches the Board and senior management
• The results of bi-annual employee engagement surveys are discussed at Board meetings
• Board briefings from Executive Directors and the Chief People Officer
• Employee consultation sessions and direct engagement during site visits by the Board –
see page 49 to read more about employee engagement
• The Remuneration Committee Chair met with employees to discuss their views on pay
and Executive remuneration.
Outcomes and value created in 2023
• Ongoing annual inflationary pay increase of 4% effective from January 2024; free share
award for every employee worth approximately £3,000 and an opportunity to join the
annual Sharesave scheme
• Refreshed benefits for 2024 announced: with two additional days of holiday and long
service recognition, the launch of a volunteering scheme supported by two days of paid
leave, increased cycle to work allowance, EV chargers installed at offices
• Continued charitable giving, community support and matched funding of £234,000 in 2023
– please turn to page 52 in the ESG report for full details
• Ongoing investment in training and development: with the ‘Thrive’ wellness programme
and counselling on emotional or finance matters available to all employees and a new key
leaders programme.
Case study: Thrive Wellness Programme
Thrive is our employee wellness programme to ensure that everyone at Rightmove feels that they can
belong and contribute to a safe environment, whilst supporting each other’s mental health and well-being.
Thrive is a combination of awareness events, personal development education sessions and 1:1 coaching
opportunities and is open to everyone. See page 51 in the ESG Report for further details.
Rightmove plc | Annual Report 2023 | 27
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Section 172 Statement – Working with our stakeholders continued
Business Partners
Rightmove takes responsibility
in all its dealings with other
businesses, industry and
Government bodies, seeking
to develop open and trusted
relationships and, with
regulators, ensuring compliance
with all relevant regulations.
Our suppliers are instrumental
in ensuring we have continuity
of service and can continue
to deliver to customers and
consumers whilst policy makers,
regulators and industry bodies
are all critical in ensuring that
we fully understand, and are
compliant with, matters
affecting us.
What matters to them?
Suppliers are concerned that we operate with fair supplier agreements and terms,
ensure that we pay promptly within terms and that working relationships are
collaborative. Policy makers and regulators are concerned with Rightmove’s compliance
with the law and the adoption of best practice. All our partners look for cooperation and
open and collaborative working relations.
How Rightmove engages
Supplier management and engagement by senior leadership is underpinned by
procurement processes to onboard new suppliers, which include discussion of, and
agreement with, our Supplier Code of Conduct, along with other ways of working.
Senior leadership engage with industry bodies and policy makers through a combination
of direct and indirect consultation, either in person or through organised conversations
and webinars. We also frequently volunteer to provide business information to industry
bodies and Government to support research and consultation activities.
How feedback reaches the Board and senior management
• The bi-annual reporting of payment practices is reviewed by the Audit Committee
• Director and senior management meetings with suppliers
• Business updates and financial reports, including costs
• Regulators’ briefings, guidance and ‘Dear CEO’ letters
• Attendance at industry and regulator events
• Board briefing on legal activity with industry and government bodies.
Outcomes and value created in 2023
• Ongoing voluntary public reporting of Rightmove Payment Practices: paying
suppliers on time, and, from October 2023, sign up to the Prompt Payment Code
(small business commissioner)
• 99% of suppliers who participated in our supplier due diligence process signed up to
our Supplier Code of Conduct
• Robust procurement policy and supplier onboarding and due diligence protecting
suppliers and Rightmove
• Proactive engagement with the FRC on consultation of corporate governance and
Code changes
• Direct engagement with Government departments (including DLUHC, HM Treasury
and BEIS) on topics such as AML, Consumer Protection from Unfair Trading
Regulations, energy performance certificates and the Renters Reform Bill.
Prompt Payer
While already voluntarily reporting our payment activity in the Payment
Practices reporting twice a year to the gov.uk website, we also signed up to
the Prompt Payment Code in October 2023. This is our further commitment
to ensure we pay small business within their terms. We pay 94% of all our
suppliers within 30 days. All of this information is available on the Rightmove
website, on gov.uk and on the Small Business Commissioner website.
28 | Rightmove plc | Annual Report 2023
Communities – and the environment
Communities around our office
locations, and across the UK,
matter to us. We want to positively
impact our communities: not just
in terms of employment
opportunities and corporate
giving, but also with regards to
environmental and social impact.
What matters to them?
Communities in which Rightmove operates care about employment, career and learning
opportunities; that their local businesses, charities and suppliers are supported; and that
Rightmove is supporting the environment and reducing energy consumption.
How Rightmove engages
Fundraising with local communities is diversified across the country and employees’
hometowns. Centrally, our Communities and Charity Group recommend the key areas of
focus for Rightmove’s corporate giving to the Corporate Responsibility Committee; as well
as approving donation requests, matched funding from employees’ own fundraising and the
supporting of customers’ charitable partnerships. Environmentally friendly initiatives and
commitments include Go Greener, which is our contribution to ensuring a greener UK
property market, and our STBi targets, to achieve Net Zero (see the Environment section
of the ESG report).
How feedback reaches the Board and senior management
• The Corporate Responsibility Committee review ESG progress updates every six months
• Presentations to the Board on ESG strategy and activity, with performance against targets
and metrics
• Review of Objectives and Key Results which track progress against strategic targets
• Feedback from Town Halls, the Have Your Say surveys, 1:1 conversations and our new
Go Greener employee group.
Outcomes and value created in 2023
• Two paid days of leave for employees to volunteer in local communities were announced,
in addition to the existing Company matched funding for all employee fundraising
• Charitable donations in 2023 totalled £234,000 – including donations to Support Dogs,
Centrepoint and Caudwell Youth/Sofea – with support for a variety of local charity events,
such as the local Milton Keynes Christmas dinner for the elderly
• EV chargers were installed at our main office, with LED lighting installed in the
Newcastle office
• Our Go Greener initiative was launched where our property data and insights can help
on the UK’s pathway to Net Zero by 2050.
Caudwell Youth/SOFEA
In 2023 we provided £37,000 funding to a new project to provide
training and one-to-one mentoring support to 11 young care
experienced people in Milton Keynes.
Rightmove plc | Annual Report 2023 | 29
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Environment, Social and Governance
Strategic report | Environment, Social and Governance
ESG Report
Rightmove is a sustainable, responsible business
generating value for all its stakeholders
We’ve made great progress on our ESG strategy since its launch in 2019
• Rightmove has been a carbon neutral business since 2019 and works consistently to reduce its carbon
emissions and to increase the amount of waste recycled in its three office locations
• Our Science-Based Targets were validated in December 2022 and during the year our Go Greener initiative was
created to drive our contribution to the UK target of Net Zero by 2050
• Rightmove is a socially responsible employer and has reduced its gender and ethnicity pay gaps, demonstrably
increasing diversity, equity and inclusion
• We are active in our communities, supporting employee volunteering with paid leave, matching employee
charitable donations and have a programme of corporate charitable giving
• Our Governance frameworks and systems of risk management and internal controls are robust and we operate
safe and secure platforms, with zero reportable data breaches in 2023
• We created a Corporate Responsibility Committee, comprising the whole Board, to challenge and monitor
progress on all ESG initiatives
ESG highlights 2023
Environment
Social
Governance
• Launched our Go Greener initiative
• Created our new Go Greener
employee group
• Published the second Green
Homes report in July
• Achieved, or on track to achieve,
three of our environmental metrics
and targets
For more information, please turn
to page 33
• Reduced employee pay gaps
• Improved diversity, equity and
inclusion through networks and
training
• Bespoke 1:1 Thrive programme
offering mental health and other
support.
• Launched ‘Giving Back Days’:
employees can participate in two
paid volunteering days a year
• Donated £234,000 to selected
charitable causes
For more information, please
turn to page 45
• Enhanced governance culture,
through leadership and training
• Robust governance and compliance
frameworks
• Continuous improvements to
platform security
• Engaged with customers and
consumers, implementing new
ways of working to elevate their
experience
For more information, please
turn to page 53
ESG strategy
During 2023, Rightmove reviewed its ESG strategy to ensure it remained fit for purpose. The Corporate Responsibility
Committee approved the updated ESG strategy for 2023-2026 at its meeting in September 2023. For further details
please turn to the Corporate Responsibility Committee report.
30 | Rightmove plc | Annual Report 2023
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Our ESG ambitions for 2024-2026
Environment
Social
Governance
• Embed the Go Greener employee
group
• Develop a carbon action plan to
underpin our net-zero targets
• Educate consumers and support
action through increased provision
of green data and information
• Provide customers with green
products, data and insights
• Continue with actions to close
gender and ethnicity pay gaps
• Further focus on diversity, equity
and inclusion, with continued
investment in social programmes
• Review codes of conduct and
ethical architecture
• Enhance governance frameworks
through insourcing Rightmove’s
internal audit team
• Support social mobility through
• Review health and safety
work experience and
apprenticeships
• Embed the volunteering programme
and increase corporate giving
frameworks
• Continue to invest in safe and
secure platforms and systems
Reporting frameworks
To report clearly and comprehensively on the Group’s ESG performance, Rightmove is aligned to the Task Force on
Climate-related Financial Disclosures (TCFD) and to the principles of the Sustainability Accounting Standards Board (SASB)
framework for Internet and Media Services. Disclosure indices for these frameworks can be found on pages 35 and 56.
Rightmove is also guided by six of the 17 UN Sustainable Development Goals (SDGs) that we consider are most relevant to
our business, as set out below.
UN Sustainable Development Goals
The UN SDGs aim to end poverty, protect the planet and ensure prosperity for all. We have identified the goals which have
most relevance to our business and will ensure that we make a positive contribution to these areas in the UK, the home of
our business.
Quality
Education
Gender
Equality
Playing our part
Decent work
and Economic
Growth
Sustainable
Cities and
Communities
Responsible
Consumption
and Production
We believe in opportunity and education for all and operate a fair and inclusive
working environment where gender and ethnic equality are celebrated.
Climate Action
Life on Land
Playing our part
We believe that we can help to
drive the UK’s net zero agenda by
continuing to digitise home moving
and by helping consumers to
understand the options to make
homes more energy efficient.
FTSE4Good Index
Created by the global index provider FTSE Russell, the FTSE4Good Index Series is designed to
measure the performance of companies demonstrating strong ESG practices. The FTSE4Good
indices are used by a wide variety of market participants to create and assess responsible
investments.
We are pleased to confirm that, having been independently assessed under the FTSE4Good criteria,
Rightmove is a member of the FTSE4Good Index Series.
Rightmove plc | Annual Report 2023 | 31
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Strategic report | Environment, Social and Governance continued
Non-financial and sustainability information statement
The table below shows where information can be found in relation to the requirements of Companies Act 2006
section 414CA and 414CB, including further information on policies and policy outcomes (where applicable).
Reporting requirement
Annual Report section
Page(s) Related policies and standards
Environmental matters, including
the impact of the business on the
environment and climate-related
disclosures
TCFD Statement
ESG
Section 172 statement
Strategic report – principal risks and uncertainties
Employees
ESG
Section 172 statement
Directors’ Remuneration Report
Social and community matters
ESG
Section 172 statement
Respect for human rights
ESG
Anti-bribery and corruption
ESG
Audit Committee report
Business model
Business model
Strategic report
CEO review
CFO review
Environmental strategy
Code of Conduct
Health and Safety Policy
Whistleblowing Policy
Flexible Working Policy
Maternity, Paternity and
Shared Parental Leave Policy
The ‘Hows’
Gender Pay Gap reports
Charitable Giving Guidelines
Modern Slavery Statement
Data Retention Policy
Privacy Policy
Financial Crime Policy
Whistleblowing Policy
35
30-44
23-29
60-63
45-51
27
94-115
52
29
55
54
85
6-8
2-65
14-17
20-22
Principal risks and uncertainties
Strategic report – principal risks and uncertainties
60-63
Non-financial key performance
indicators
Strategic report – operational key
performance indicators
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32 | Rightmove plc | Annual Report 2023
32 | Rightmove plc | Annual Report 2023
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Environment
Protecting the environment, lowering carbon
emissions
The UK has a current target to become Net Zero by 2050. With 25% of the UK’s emissions
directly attributable to property, our ability to reach the largest UK property market audience
means we have a unique role to play in helping with the reduction of the UK’s carbon footprint,
as well as focusing directly on our own operations and emissions.
This section of the report summarises our strategy and initiatives to ensure we are making a positive difference
to the environment – a key part of which is our Go Greener initiative – and how we analyse and measure the
Group’s carbon emissions.
Go Greener
Our new Go Greener initiative provides a pathway to greener property and is part
of our climate risk mitigation and opportunities strategy.
As the property portal with the largest property audience in the UK, operating in a property market that makes up 25% of
total UK emissions¹, Rightmove has the opportunity not only to focus on its own operations and emissions but to contribute
to the entire UK target to become Net Zero by 2050.
Our Go Greener initiative will help our stakeholder groups to improve their green credentials and it has been developed across
four key pillars, underpinned by ongoing innovation and input from the employee Go Greener group:
(1) UK Green Building Council 2021 report.
Greener Rightmove
Greener Data
Make our business more sustainable by minimising
our environmental impact and becoming a Net
Zero business by 2040 and in our direct operations
by 2030
Become the leading source of green property
data and insight, creating owned and partner
opportunities across Rightmove’s network
Greener Homes
Greener Buildings
Create a single trusted voice for home movers,
customers and property professionals to help
them better understand the challenges and
benefits of going greener
Enable commercial tenants and investors to
discover sustainable buildings and opportunities
Continuous innovation
Helping consumers and customers use technology to reduce
their environmental impact and carbon footprint
Go Greener Employee Group
To embed green initiatives across Rightmove
Rightmove plc | Annual Report 2023 | 33
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Strategic report | Environment, Social and Governance continued
2023 Go Greener highlights
Greener Data
Our Data Services business is at the forefront of green data innovation, developing new climate datasets and
products that analyse the impact of energy efficiency on property values.
During 2023, we undertook an exploratory project as part of the Government’s Green Home Finance
Accelerator Fund: working with retrofit pathway specialists Sero and lender Virgin Money on this POWER
project (Partner Outputs Working To Enable Retrofit) to help drive green finance innovation.
One outcome was the development of a green premium calculator: based on Rightmove’s vast and unique
property dataset, this calculates the benefits of undertaking energy efficiency retrofit measures on a home’s
forecasted resale value. This green premium – a term used to reflect the value uplift of undertaking energy
efficiency improving retrofit works – can be utilised by consumers to understand the full impact of undertaking
the suggested improvements outlined within their pathway to Net Zero.
Following this exploratory phase, we will be continuing to work with these partners to assess and develop
innovative products that can empower owner-occupiers and landlords to unlock the energy efficiency
potential of their property by implementing green retrofit measures.
Industry insights on going green
Rightmove is uniquely placed to provide green insights into changing consumer behaviour and the challenge
that lies ahead for the decarbonisation of the UK’s property stock.
The second edition of our Greener Homes report was published in July 2023: a study highlighting green
opportunities and challenges, as well as recommendations for the government and the wider industry to
consider regarding the barriers facing consumers to go greener.
The green educational guides on our platform have also evolved to include a wider range of subjects,
including the energy price cap, heat pumps and solar panels.
Equipping our customers
Go Greener employee group
We introduced Energy Performance Certificate
(EPC) information for every property advertised in a
new premium version of our most popular tool for
estate agents, the Best Price Guide. This enables
estate and letting agents to easily see property EPC
ratings, and to share this information digitally with
potential home movers.
Our smaller environmental employee group has
evolved into a much bigger Go Greener group.
The purpose of this employee-led group is to build
a community, with a passion to help embed our
strategy across the business, generate ideas that
help us achieve our Net Zero targets and build
connections with external green experts and
organisations.
34 | Rightmove plc | Annual Report 2023
Task Force on Climate-Related Financial Disclosures (TCFD)
Our aim is to make Rightmove more sustainable by minimising our environmental impact and
becoming a Net Zero business by 2040, and in our direct operations by 2030. In December 2022,
our SBTi near term and net zero targets were validated.
Task Force on Climate-Related Financial Disclosures (TCFD) compliance statement
Rightmove has prepared its TCFD disclosures in line with the guidance in the 2021 updates to the TCFD Final Report and
Annex, including the supplementary guidance for all sectors. We continue to develop our Net Zero strategy and to evolve our
reporting under the TCFD recommendations.
At the time of reporting, the Group’s climate-related financial disclosures are consistent with the TCFD recommendations
and supporting recommended disclosures – the table below shows where the disclosures can be found in this report.
TCFD recommended disclosure
Reporting and compliance
Governance
1
2
Describe the Board’s oversight of climate-related risks and
opportunities
Describe management’s role in assessing and managing
climate-related risks and opportunities
These are described in the TCFD Governance section of this
report, below, in the Corporate Responsibility Committee
report and in the TCFD Risk Management section of this
report below.
Strategy
3
4
5
Describe the climate-related risks and opportunities the
organisation has identified over the short, medium and
long term
Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy
and financial planning
Describe the resilience of the organisation’s strategy,
taking into consideration different climate scenarios
Risk management
6
7
8
Describe the organisation’s processes for identifying and
assessing climate-related risks
Describe the organisation’s processes for managing
climate-related risks
Describe how processes for identifying, assessing and
managing climate-related risks are integrated into the
organisation’s overall risk management
Metrics and targets
9
Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its
strategy and risk management process
10 Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and the related risks
11 Describe the targets used by the organisation to manage
climate-related risks and opportunities and performance
against targets
The key climate-related risks and opportunities are described
in the Climate Strategy section of this report below.
The impact of these risks and opportunities has been modelled
and is illustrated below.
The Risk and Audit Committees have reviewed the
methodology and analysis of risks and opportunities, which is
described below.
The resilience of Rightmove to a variety of climate scenarios is
set out in the Climate Strategy section of this report.
Rightmove’s approach for identifying, assessing and
managing climate risks is described below in the Climate
strategy section of this report and the Group’s risk
management framework is set out in the Risk Management
section on page 57.
The environmental targets and metrics are set out on page 43,
together with performance against our targets and our climate
action plan to transition to a lower carbon business model and
net zero in our direct operations (Scope 1, 2 and Scope 3 Data
Centres) by 2030 and in our supply chain by 2040.
Rightmove plc | Annual Report 2023 | 35
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Environment, Social and Governance continued
TCFD Governance
Board
Oversight
Corporate Responsibility
Committee
Chief Financial
Officer
Audit
Committee
Risk
Committee
Senior
Leadership Team
Go Greener
Group
Our new Go Greener initiative integrates responsibility for the risks and opportunities associated with climate
change throughout Rightmove, promoting wider stakeholder ownership of environmental matters. The Board
considered and approved a new ESG strategy in 2023, which includes a commitment to produce Rightmove’s
first carbon action plan in 2024.
Board oversight of and Executive
responsibility for climate-related risks
and opportunities
The Board has overall oversight and responsibility for
Rightmove’s risk management framework, which supports
the identification, assessment and mitigation of risks – this is
described in detail, together with the Board, Audit Committee
and Risk Committee responsibilities, in the Risk Management
report on page 57. Rightmove’s risk management framework
includes ESG and climate-related risks, which have been
established as their own risk categories and fully integrated
into Rightmove’s risk register. The Board and Audit Committee
review all significant and emerging risks semi-annually.
The Chief Financial Officer (CFO), who has executive
responsibility for implementing Rightmove’s ESG strategy,
chairs the Risk Committee and is also a member of the CR
Committee, creating a joined-up focus on climate-related
risks and opportunities. An ESG dashboard, including climate-
related metrics and performance, is regularly updated by the
Company Secretary, who leads on ESG matters, and is
reviewed by the Risk Committee, Audit Committee and CR
Committee to monitor progress against agreed targets.
management across the business, and reports on climate-
related disclosures to the Audit Committee.
A Corporate Responsibility (CR) Committee is in place to
specifically focus on the Group’s ESG strategy, risks and
opportunities (see the CR Committee’s report for further
details of its work in 2023). The CR Committee is chaired by
the Chair of the Board and its membership consists of all
Board Directors. The CR Committee is supported by the
Risk Committee, which is attended regularly by senior
36 | Rightmove plc | Annual Report 2023
Input and ideas from the Go Greener employee group is fed
into the Risk Committee. The Go Greener Group met during
the year to discuss and consider ways to improve Rightmove’s
own environmental performance and to utilise the reach of
the Rightmove property portal to positively impact climate-
related risks and opportunities.
An environmental/climate underpin is included in our annual
bonus performance targets – for further details please refer
to the Directors’ Remuneration Report.
I
S
T
R
A
T
E
G
C
R
E
P
O
R
T
G
O
V
E
R
N
A
N
C
E
I
I
F
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
Climate strategy
The reach of our platform, which captures over 86% of all time spent on property portals,
combined with the evolving expectations of consumers on environmental matters, puts
Rightmove in a unique position to contribute to the reduction of the UK’s carbon footprint
through our platform’s datasets, which provide insights to consumers, customers, the UK
Government and property professionals.
We recognise that we have an important role to play in the
UK Government’s drive to Net Zero by 2050 and need to
continue to build climate resilience into our business model
and strategy, as well as to continue to focus on minimising
our own emissions.
Our new Go Greener initiative will be an enabler to a more
sustainable property industry – an industry that accounts
for approximately 25% of all the UK’s CO2 emissions – and
is aligned with the UK’s current target to become Net Zero
by 2050.
Climate-related risks and opportunities
Rightmove is a digital business, with a relatively low
environmental impact and a business model that can be
sustained in a low-carbon environment. To build climate
resilience into our business strategy, the Risk Committee has
identified the potential physical and transitional risks and
opportunities for Rightmove presented by climate change.
An assessment of the financial impact of these risks and
opportunities under multiple future climate-change
scenarios has been updated during the year. It considered
the actions needed to achieve our commitment to net zero
by 2040, as well as the impact of potential physical and
transition risks and opportunities. The conclusion was that
these risks do not have a material impact on the financial
statements, as set out in more detail in note 1 to the
financial statements.
All existing and emerging climate-related risks and ESG
reporting were reviewed by the Risk Committee during the
year and reported to the Audit Committee and to the Board.
The financial analysis of climate-related risks was reviewed
by the Audit Committee and reported to the Corporate
Responsibility Committee. The Audit Committee also
considered the impact assessments, concluding that the
potential financial impact of climate-related risks on the
Group’s operations was immaterial, and that the climate-
related risks are not principal risks given the limited impact
that they could have on the business either operationally or
financially: the risks could not seriously affect the
performance, future prospects or reputation of the Group.
Climate-related scenario analysis – physical risks and transition risks table
The TCFD framework’s categorisation of transition and physical climate risks have been used to assess how climate risk
factors could impact Rightmove.
Scenarios and key assumptions
Timeframe of impact
Early Policy Action
< 2 degrees
Late Policy Action
< 2 degrees
No Policy Action
> 3 degrees
Early policy action
Smooth transition
Short term 2020-2025
Late policy action
Disruptive transition
Medium term 2025-2035
No policy action
Business as usual
Longer term 2035-2050
Peak UK shadow carbon price (2010 US$/tonne
carbon dioxide equivalent)
Mean global warming relative to pre-industrial
times by the end of the scenario
Mean sea level rise in the UK (m)
Physical risk in the UK
900
1.8°C
0.16
Low
Impact on annual output growth in the UK
Temporary lower growth
1,100
1.8°C
0.16
Low
30
3.3°C
0.39
High
Sudden contraction
(Recession) in years
2030-2035
Permanent lower
growth and higher
uncertainty
Source: Bank of England report
The resulting scenario analysis and financial impact assessment highlighted the increased risk of failure to comply with
emerging regulation and the impact on consumer behaviour and customer economics.
Rightmove plc | Annual Report 2023 | 37
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Strategic report | Environment, Social and Governance continued
Climate-related risk analysis and financial impact
The Risk Committee considered detailed analysis of the financial impact of climate-related risks to Rightmove’s business;
the key risks which could have a financial impact through increasing costs or reducing revenue (albeit a limited one) are
summarised in the table below:
Early Policy Action
< 2 degrees
Late Policy Action
< 2 degrees
Early policy action
Smooth transition
2020-2025
Late policy action
Disruptive transition
2025-2035
No Policy Action
> 3 degrees
No policy action
Business as usual
2035-2050
Type of Risk
Specific Risk
EPC ratings required on property portals
Transition Risks
Property details require additional
environmental information
Physical Risks
Opportunities
New boiler regulations
Data centre disruption owing to
extreme weather
Increased direct third-party advertising
for eco-friendly organisations
Climate-related risk analysis and financial impact
Magnitude of Financial Impact Description
Trivial one-off financial impact
Low one-off financial impact and trivial ongoing financial impact
Medium one-off financial impact or low ongoing financial impact
High, but immaterial, one-off financial impact or medium ongoing financial impact
Primary climate-related risks and opportunities
The primary risks and opportunities identified through the financial analysis are described in more detail below:
Transitional risks
• Early, mandatory EPC regulation may result in our customers requiring additional resources to complete due diligence on
EPC ratings, reducing their capacity to increase marketing expenditure on Rightmove.
• Consumers will likely require property details to include increasing levels of environmental data, such as flood data or
alternate energy sources, which may incur additional third-party data costs.
• New boiler regulations could result in the gas heating ban restricting the stock of properties that agents can advertise
for sale or to rent, reducing their capacity to increase marketing expenditure on Rightmove; and/or it could result in stock
delays for new homes and build to rent, causing a one-off shortage of new homes, reducing developers’ capacity to
increase expenditure on Rightmove. Go Greener raises awareness of alternative and sustainable methods of heating,
as part of our Greener Homes strategy pillar.
38 | Rightmove plc | Annual Report 2023
Physical risks
• Impact of extreme weather and flooding in the long term (no policy action) on our data centres or Cloud providers may
result in: intermittent website or internet availability; loss of consumer engagement and related revenue from consumer
services; and/or a potential loss of revenue from a reduction in customer numbers and third-party revenues, plus
potential litigation costs arising from customer contract disputes.
Opportunity
• Actively sell third-party advertising to climate-friendly service providers on Rightmove platforms.
These risks and opportunities are considered during financial and operational planning. For example, consumer related transitional
risks are addressed through our Go Greener initiative and physical risks mitigated by the transition of data centres to the Cloud.
Other risks and opportunities
In addition to the primary risks and opportunities, others were considered as part of the wider assessment of climate-related
scenario testing, as follows:
Type of Risk
Specific Risk
1 Energy Performance Certificate (EPC) ratings required on property portals
2 Property detail reporting becomes more onerous for agents
3 New boiler regulation results in reduced Agency and New Homes stock on the market
Transition Risks
4 Increased environmental administration for agents
5 Legacy properties become unavailable to advertise
6 New environmental regulation reduces mortgage availability
7 Requirement for additional ‘green’ search filters on Rightmove platforms
8 New petrol/diesel car ban in 2035
9 Regulatory restrictions on energy use
10 Change in Rightmove's environmental supplier strategy
11 Data centre disruption owing to extreme weather
12 Heatwaves increase cooling costs in offices and data centres
13 Extreme weather affects availability of website
14 Travel restrictions placed on staff as a result of extreme weather
15 Raw materials cost increase for hardware suppliers
16 Home working disruption due to extreme weather
17 Office availability issues due to extreme weather
18 Travel disruption due to extreme weather
19 Extreme cold increases utility costs
20 Extreme weather limits land use for New Homes
21 Commercial customer disruption due to extreme weather
22 Extreme heat affects demand for some overseas regions
23 Increased direct third-party advertising for eco-friendly organisations
Physical Risks
Opportunities
24 Eco-friendly market segmentation
25 Environmental risk data sales
26 Agents require Rightmove digital products for environmental/administration efficiencies
27 Insurance Premiums reduced for greener businesses
28 Investor Relations improved by positive environmental reporting
Rightmove plc | Annual Report 2023 | 39
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Environment, Social and Governance continued
Aggregated risks
In addition to analysis of the above individual risks, we considered aggregated risk scenarios, of which two are detailed below.
The combined financial impacts of these aggregated risks are not necessarily additive as there can be overlap in the resulting
impact on Rightmove:
Changing consumer behaviour
Changes in consumer behaviour may result in an increased demand for environmentally friendly property, which ultimately
affects the way people search for property and resulting property price changes. The following risks and opportunities were
considered:
• EPC ratings required on property portals (1)
• Property details reporting becomes more onerous for agents (2)
• Requirement for additional ‘green’ search filters on Rightmove platforms (7)
• Increased direct third-party advertising for eco-friendly organisations (23)
• Eco-friendly market segmentation (24)
The outcome of the above analysis indicates a low financial impact to Rightmove in early and no policy action scenarios, and a
positive revenue opportunity in the late policy action scenario.
New Homes regulation
This relates to changes in regulation that specifically impact new homes and Build to Rent developments. The following risks
and opportunities were considered:
• EPC ratings required on property portals (1)
• Property detail reporting becomes more onerous for agents (2)
• New boiler regulation results in reduced Agency and New Homes stock on the market (3)
• Increased Environmental administration for agents (4)
• Eco-friendly market segmentation (24)
The financial impact of new homes aggregated risks and opportunities on Rightmove results in a low risk for both the early
and no-policy action scenarios and a net positive revenue opportunity in the late policy action scenario.
Climate-related opportunities
The opportunities for an innovative, digital business are cumulative and become more significant over time and include:
• Enhancing property details and search criteria on our platforms to enable property hunters to identify all relevant
information about a property, including energy efficiency
• Enabling property hunters to use environmental search filters when looking for a property on our platforms
• Digitising the consumer home-moving journey by adding transactional functionality to our platforms, for example, tenant
referencing, insurance and utility services
• Providing proprietary data analysis and enhanced property valuation services and insights into the value of sustainable
home improvements (see example below)
• Developing more customer tools to increase efficiency and reduce reliance on physical resources, for example,
enhancements to the Best Price Guide, appointment booking and virtual viewings.
The Risk Committee will continue to dedicate time at meetings to the analysis of the financial impact of climate-related
risks and opportunities during 2024.
40 | Rightmove plc | Annual Report 2023
Streamlined Energy and Carbon Reporting
Methodology
Rightmove plc is required to report its energy use and carbon emissions in accordance with the Companies (Directors’
Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. The data detailed in the table
below shows emissions and energy use for which Rightmove plc is responsible and has operational control over, including
energy used in offices and fuel used in company vehicles. We have used the main requirements of the Greenhouse Gas
Protocol Corporate Standard to calculate our emissions, along with the UK Government GHG Conversion Factors for
Company Reporting 2023. There are no overseas operations. We have restated our comparison year’s 2022 emissions to
ensure consistency with the latest calculation methodology followed for the 2023 calculations.
Total kWh
Scope 1 Company Car Travel and Natural Gas(1)
Scope 2 Electricity (location-based)(1)
Total Scope 1 + Scope 2 (location-based)
tCO2e (Scope 1 + 2) per employee (location-based)(2)
tCO2e (Scope 1 + 2) per £ million turnover (location-based)(3)
Scope 2 Emissions from purchased electricity (market-based)
Total Scope 1 + Scope 2 emissions (market-based)
tCO2e (Scope 1 + 2) per employee (market-based)(2)
tCO2e (Scope 1 + 2) per £ million turnover (market-based)(3)
(1) Scopes 1&2 are reported in tonnes of CO₂ equivalent.
(2) Based on average number of employees throughout the year 2023: 727, 2022: 647.
(3) Based on revenue of £364.3m for 2023 and £332.6m for 2022.
Greenhouse gas emissions
2023
2022
1,282,135
209.51
84.77
294.28
0.40
0.81
0.00
209.51
0.29
0.58
1,093,581
169.77
78.06
247.83
0.38
0.75
3.13
172.90
0.27
0.52
Carbon rebasing in 2023
In 2023, to ensure consistency with the latest year’s footprint calculation, and in line with emissions reporting best
practice, Rightmove completed a review of its 2020 base year calculation methodology, boundary and emission factors
datasets previously used. Through this review, we identified a change to the spend-based emission factors dataset,
which has affected our spend-based emissions calculations.
To accurately track progress towards our carbon reduction targets, and to remain in line with best practice and the
GHG Protocol, we have adjusted the 2020 base year emissions inventory to account for the spend-based emission
factors change identified. Restating our 2020 base year emissions ensures consistency and relevance of the reported
GHG emissions information.
Rightmove plc | Annual Report 2023 | 41
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Environment, Social and Governance continued
Greenhouse gas emissions
The table below summarises the Group’s GHG emissions for the latest financial reporting year 2023 and our recalculated
baseline year 2020:
Scope
Activity
tCO2e (market-based)
2023
2020 % Change
Scope 1
Company car travel
Natural Gas
Electricity consumption(1)
Scope 2
Total tCO2e (Scope 1 and 2)
Scope 3
Purchased goods and services(2)
Capital goods
Fuel and energy related activities
Waste
Business travel(3)
Employee commuting and home working
Scope 3 Total tCO2e
Total tCO2e (Scope 1, 2, and 3)
Tonnes of CO2e per employee(4)
Tonnes of CO2e per £ million turnover(5)
(1) Scope 2 electricity consumption location-based emissions were 95.40 tCO2e in
2020 and 84.77 tCO2e in 2023.
(2) Including Data Centre electricity.
Our 2023 Emissions
A breakdown of Group emissions for 2023, is shown below:
2023 Emissions % Breakdown (market-based)
112.42
–
85.70
198.12
3,718.96
525.12
49.92
1.50
281.13
436.06
5,012.69
5,210.81
9.34
25.33
(3) Including grey fleet emissions, previously reported separately.
(4) Based on 558 employees in 2020 and 727 employees in 2023.
(5) Based on turnover of £205.7m for 2020 and £364.3m for 2023.
208.22
1.29
–
209.51
6,449.56
668.17
83.28
1.07
456.06
618.28
8,276.43
8,485.94
11.67
23.29
Purchased Goods and Services
Capital Goods
Business Travel
Employee Commuting and Home Working
Other Scope 3 Catagories
Scope 1
76
76.12
8
7.81
5
5.18
85.22%
N/A
(100.00)%
5.75%
73.42%
27.24%
66.83%
(28.53)%
62.23%
41.79%
65.11%
62.85%
25.00%
(8.05)%
3
7
7.37
1
Our Scope 2 market-based emissions for the reporting year 2023 were zero, as all our offices are consuming 100% green
2023 Emissions % Breakdown (market-based)
electricity, backed by Renewable Energy Guarantees of Origin (REGOs). ‘Other Scope 3 Categories’ include emissions
associated with Fuel and Energy related activities and Waste generated in operations.
1.05
2.45
As a digital business, Rightmove’s emissions associated with Scope 3, Purchased Goods and Services are responsible
for 76% of our total Scope 1,2 and 3 footprint, with emissions associated to marketing activities responsible for 26% of
our Purchased Goods and Services emissions.
7.37
Electricity consumption from data centres activities is also included within our Purchased Goods and Services emissions.
0.02
All our data centres are consuming 100% green electricity.
Progress against our SBTi Near-Term and Net-Zero Targets
OLD VERSION
Employee Commuting and Home Working
Fuel and Energy related activities
Purchased Goods and Services
Electricity consumption
Company Car Travel
Business Travel
Capital Goods
76.12
Natural Gas
7.81
5.18
0.01
Waste
0.0
Overall, one of the side effects of this growth has been an increase in purchased goods and services and capital goods, and
our emissions in 2023 have increased compared to the rebased year 2020. The context for this is that the Group has grown
considerably in size since 2020, with the number of employees increased by 30%. This growth has led, in addition to higher
revenues, to an increased spend for purchased goods and services and capital goods.
Our operations during 2020 were affected by the UK government’s coronavirus lockdowns: we offered significant discounts
to customers which reduced revenue and travel restrictions were in place that impacted the movement of our employees.
As expected, in 2023 our teams have returned to visiting customers and prospective customers more frequently, which in
turn has led to an increase in business travel-related emissions.
42 | Rightmove plc | Annual Report 2023
How Rightmove is working towards Net Zero –
our metrics and targets
Net Zero by 2040
Net zero refers to the balance between the amount of GHG
that is produced, and the amount that is removed from the
atmosphere. Net zero can be achieved through a combination
of emissions reductions and emissions removals.
Rightmove is committed to reduce absolute Scope
1 and Scope 2 GHG emissions by 90% by 2040, from
a 2020 base year, and to reduce absolute Scope 3
GHG emissions 90% by 2040 from a 2020 base year.
Rightmove is working to understand and evaluate the
sources of its emissions and to identify actions to reduce
them, working with an independent third-party sustainability
consultant, EcoAct.
Our net zero commitment
Rightmove has validated its near and long-term
science-based emissions reduction targets
with the Science Based Targets initiative (SBTi).
These targets can be found at:
https://sciencebasedtargets.org.com
Environmental targets, metrics and progress 2023
Near term
The near term commitment is to reduce absolute
Scope 1 and Scope 2 GHG emissions by 47.6%
by 2030, compared to the 2020 base year and
absolute Scope 3 GHG emissions 42% within the
same timeframe.
The aim is to reach Net Zero in direct operations
(Scope 1 and Scope 2) ahead of this, by 2030.
Rightmove has identified its risks and opportunities, one of which is new boiler regulations resulting in less new homes
stock being available, as explained on page 40. As part of the strategy to mitigate the risks posed to Rightmove of changing
consumer behaviour, Rightmove monitors consumer and customer behaviours through our KPIs, such as traffic and number
of advertisers. Eductional resources are provided at www.rightmove.co.uk to inform consumers. We are on a journey towards
net zero and the metrics below track our progress.
Emission
type
Scope 1
Metric
Company cars
75% of company cars to be
ultra-low emission by 2025,
100% by 2028
Office electricity tonnes
of CO2e
10% reduction over 3 years
Scope 2
Base year Current year Target year
Status
Progress
Ahead of
plan
Achieved
19%
67%
75%
2020
2023
Target by 2025
63.2 tCO2
0
56.9 tCO2
2020
2023
Target by 2023
Rightmove plc | Annual Report 2023 | 43
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Environment, Social and Governance continued
Metric
Reduce the carbon footprint
of our data centres by 10%
over 3 years
Emission
type
Scope 3
Reduce water consumption
by 10% over 3 years
N/A
Base year Current year Target year
Status
Progress
Achieved
More to do
58.9 tCO2
0
53.0 tCO2
2020
2023
Target by 2023
1,523m3
1,455m3
1,370m3
2020
2023
Target by 2023
Increase waste recycling
N/A
More to do
44%
41%
50%
2020
2023
Target by 2023
Carbon offsetting
In 2023, Rightmove supported one Gold Standard and one
Verified Carbon Standard (VCS) and Climate, Community &
Biodiversity (CCB) standard and SD Vista standard carbon
off-setting projects. The cost for offsetting the Group’s 2023
carbon footprint of 1,369 tCO2e greenhouse gases which
includes our operational Scope 3 emissions, was £12,250
(2022: £10,749 to offset 1,049 tCO2e greenhouse gases).
Energy efficiency and renewable energy
We continue to encourage all our employees to maintain an
awareness of energy usage, both in our office locations and
when home working: for example, powering down laptops,
monitors and printers when they are not in use.
We promote the use of public transport and the use of
virtual meetings wherever possible and continue to include
ultra-low emission vehicles as an option for those individuals
entitled to a company car.
During 2023, a project to upgrade the lighting in our Newcastle
office to energy efficient LED lighting was completed and all
offices were wholly powered by renewable energy. All of our
data centres also use renewable energy and our cloud provider
is entirely powered by renewable energy.
100% of electricity directly consumed (offices and data
centres) by the Group in 2023 was from renewable sources
(2022: 99%). As part of our Net Zero commitment we will
work with key suppliers to encourage their move to
renewable energy.
Carbon action plan 2024-2026
As part of the review of the ESG strategy during 2023,
Rightmove has committed to work with its climate reporting
partner to further understand the sources of its GHG
emissions, particularly in its supply chain (Scope 3), and to
develop a carbon action plan with targets and metrics for
2024-2026. The plan, and our progress against it, will be
reported in the 2024 annual report.
2024 net zero priorities
• Continue to drive progress on our target of 75% of
company fleet cars to be ULEV by 2025, 100% by 2028
• Continue the move of our data centres to the Cloud,
which will help to reduce our emissions
• The Go Greener employee group to focus on energy
efficiency and on recycling more waste and reducing
consumption of water in all three office locations
• Maintain the hybrid working policy to reduce
commuting emissions
• Continue to work with our supply chain, and use the
results of our supplier carbon emission survey to
reduce our Scope 3 emissions
44 | Rightmove plc | Annual Report 2023
Social
Supporting our employees, improving diversity
and equity and positively impacting communities
Our Social strategy
Rightmove has policies and practices that support and enrich employees, improve diversity,
equity and inclusion, aid workforce retention and recruitment and positively impact
stakeholders and communities.
Culture and values
At the heart of everything Rightmove does is its open, innovative, and supportive culture.
We’re all in it together. The culture is shaped by our values – the Rightmove ‘HOWs’.
The ‘HOWS’
1
2
3
4
5
Do the right thing for
consumers and
customers
Be curious and go
out of your way to
understand
Share honestly, early
and often
Make complex things as
simple as possible
Drive improvement,
we can always be better
6
7
8
9
10
Take responsibility
and make things that
matter happen
Dare to do, be bold.
Don’t be afraid of
mistakes you can
learn from
Our Social strategy 2024-2026
Build great teams
because Rightmove
is people
Be approachable
and appreciate
what others do
Enjoy the journey.
Be part of it
During 2023 we reviewed and re-set our social strategy, continuing some of our successful, culture enhancing
programmes and introducing new ideas and partnerships.
Diversity Equity and Inclusion
Social and Community impact
• Training
• Community inclusion groups supported by
commitments to action and policy
• Volunteering (Giving Back days)
• Increasing our charitable giving
• Supporting social mobility through work
• Increasing diversity, equity and inclusion in our
experience and apprenticeships
workplace and hiring practices
• Pension education
Training, learning and development
Well-being and mental health support
• Continuing to invest in bespoke training for
• Well-being, professional development and financial
managers
awareness
• Free training to customers through CELA
training and webinars
• 1:1 coaching opportunities for our people
• Have your Say people engagement surveys and
• Health & Safety framework and policies review
actions
in 2024
• Mental health support and awareness days
enhancing our workplace culture
• Mental Health First Aiders
Rightmove plc | Annual Report 2023 | 45
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Environment, Social and Governance continued
Giving Back Days
Youth mentoring and support
All employees have been given the opportunity to
volunteer their time for charitable causes for up to
two days per year (paid leave) using the ‘On Hand’ app.
For every ten volunteering missions in partnership with
Eden Reforesting Projects, a tree is planted, contributing
to Rightmove’s net zero pathway.
Rightmove has committed £37,000 to a charity
partnership between SOFEA and Caudwell Youth to
a dedicated project to support 11 young at-risk people
in Milton Keynes, who are currently not in education,
training or employment. The funding will provide
one-to-one mentoring and support.
Social progress in 2023
2023 Targets
2023 Results and Progress
Progress towards an employee ethnic mix
in proportion to UK ethnicity
Compared to the 2021 census figures, we are now broadly
in line with the overall England & Wales population(1).
Reduce our gender pay gap year on year
until parity is reached
The mean and median gender pay gap have decreased
respectively 6.1% to 20% and 7.6% to 24.3%.
Well-being support and training for
our people
Bespoke well-being programmes provide mental health
support including 1:1 coaching on well-being, nutrition,
personal development and financial awareness. 77%
of employees agree that Rightmove genuinely cares for
their well-being.
Status
On track
More to do
Achieved
Employee engagement – at least 90% or
more of employees agree that Rightmove
is a great place to work
Living Wage employer
Support communities and individuals
through charitable giving
88% of our employees confirmed that Rightmove is a
Great Place To Work.
More to do
We continue to align with the Living Wage charter as
an employer.
Introduction of two fully paid volunteering days for all
employees and launch of ‘On Hand’ volunteering app.
Company matched funding of individual donations.
Achieved
Achieved
(1) excluding those employees who ‘prefer not to say’ or where no data is captured.
Living Wage
Rightmove was accredited as a Living Wage Employer in January 2020. All Rightmove
employees have historically been paid more than the Real Living Wage, including all
contractors who work with us. The Board has also confirmed Rightmove’s adherence
to the Living Hours Standard.
46 | Rightmove plc | Annual Report 2023
Diversity, Equity and Inclusion
In 2023, we have continued to promote inclusion and
diversity in our workforce and have increased our focus on
ethnic diversity.
In line with the Parker Review recommendation that all
FTSE 100 Boards should have at least one director from an
ethnically diverse background by 2021, we are pleased to
confirm that Rightmove is ahead of this target, with three
out of 8 (38%) Directors from ethnically diverse backgrounds
as at 31 December 2023.
Rightmove has continued its ‘someone like me’ initiative to
ensure that interviewees can feel represented, and we talk
about diversity and inclusivity at Rightmove during interviews.
We have expanded our direct hiring platforms to include those
that attract a higher number of candidates identifying with a
protected characteristic. Employee engagement activity with
the Board is described in our S172 Stakeholder Statement. In
2023, all our employees had access to our executive team
through regular Town Halls and interactive Q&A sessions.
Ethnicity, diversity and pay
Of our employee base, 89% have volunteered information
about their ethnicity, choosing from 23 ethnic categories
(defined by ACAS) with only 11% of Group employees
selecting ‘prefer not to say’ or leaving the answer blank.
Our aim is to have an employee base representative of the
wider UK population, including in each hourly pay quartile.
To ensure anonymity we have analysed our employee
ethnicity data under the five summary groups used in the
Government’s Race Disparity Audit, 2017.
As at September 2023, compared to the 2021 census
figures, Rightmove is now broadly in line with the overall
England and Wales population (excluding those employees
who ‘prefer not to say’ or where no data is captured).
The overall percentage of employees in non-white ethnic
groups has decreased to 18% (2022: 20%) with a decrease
in all groups except the Asian/Asian British group, which
increased from 8% to 8.5%.
Thirteen point six percent (13.6%) of Rightmove’s
employees are foreign nationals.
Rightmove as at April 2023
England & Wales Population
(2021 Census)
Rightmove
Pay Quartile
Top
Upper middle
Lower middle
Lower
White
81.7%
81.9%
83.9%
77.4%
82.3%
84.0%
Mixed/multiple
ethnic groups
Asian/Asian
British
Black/African/
Caribbean/
Black British
Other ethnic
group
2.9%
3.6%
2.5%
4.0%
3.1%
4.8%
9.3%
8.5%
11.0%
12.9%
6.9%
3.2%
4.0%
4.0%
0.8%
4.0%
4.6%
6.4%
2.1%
2.0%
1.7%
1.6%
3.1%
1.6%
Rightmove plc | Annual Report 2023 | 47
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Directors
Strategic report | Environment, Social and Governance continued
Gender diversity
As at 31 December 2023, female employees made up 39%
(2022: 39%(1)) of Rightmove Senior Management(2). The
Board is committed to strengthening and maintaining female
representation in senior roles and Rightmove is a contributor
to the FTSE Women Leaders Review, the successor to the
Hampton-Alexander Review.
4
4
Male (50%)
Female (50%)
Our commitment to gender diversity is evidenced by the
leadership team; 50% of the Board consists of female
FTSE Women Leaders Review
Directors, with 50% representation at an Executive Director
level. This, combined with strengthened female leadership
team representation, resulted in Rightmove being placed
eleventh in the 2023 FTSE Women Leaders table.
A breakdown by gender of the number of Directors and employees as at 31 December 2023 by various classifications as
required by the Companies Act is set out below:
Female (39%)
Male (61%)
16
Directors
Senior Management
25
24
4
Female (50%)
Male (50%)
Unknown / Prefer not to say (3%)
FTSE Women Leaders Review
16
4
25
15
Female (39%)
Male (61%)
All Rightmove Employees(3)
398
375
Unknown / Prefer not to say (3%)
Female (39%)
Male (61%)
Female (51%)
Male (49%)
Senior Management
(1) The 2022 comparative has been calculated using the full time equivalent of
female employees for the year, which differs from the amount disclosed in the
2022 Annual Report (45%), which was based on the count of female employees
in the 2022 year. Based on full time equivalents, female employees would have
made up 39% of the Rightmove Senior Management in 2022.
(2) The FTSE Women Leaders cohort comprises members of the Executive
Committee and their direct reports. Senior Management includes the FTSE
Women Leaders cohort excluding the Executive Directors.
(3) Binary gender data was not available or disclosed by all employees in this population.
15
As at the snapshot date for ethnicity and gender pay gap reporting of 5 April 2023, Rightmove employees were 47:53 female:male.
Gender Pay
Female (39%)
All Rightmove Employees(3)
Rightmove has published its gender pay gap report, based on
data at April 2023, when the split of female/male employees
was 47%/53% respectively.
Women are less well represented in the higher-paid senior
management and technology teams and men are under-
represented in the lower-paid customer experience teams.
Male (61%)
24
Rightmove employees are paid equally for working in the
same jobs and we are pleased to report that men and women
398
are almost equally represented in our wider workforce.
375
Female (51%)
Male (49%)
As in previous years, the gender pay gap is driven by the
gender mix across the highest and lowest pay quartiles.
Below is our gender pay gap at April 2023. We are pleased to
report that our mean and median gender pay gap has decreased.
This reflects the impact of ongoing actions taken including
developing the recruitment strategy, with more emphasis on
direct hiring to ensure we represent the diversity of our employee
brand and the promotion of more females into senior roles.
Difference between male and female pay
2023
Hourly Pay Gap1
20.0% (-6.1%)
Bonus Pay Gap2
35.2% (-31.4%)
Mean
2022
26.2.%
66.6%
2021
23.8%
43.9%
2023
24.3% (-7.6%)
0.0% (-35.8%)
Median
2022
32.0%
35.8%
2021
33.5%
0.0%
(1) Calculated using Rightmove Group Limited pay data from April 2023.
(2) Calculated using 12 months of Rightmove Group Limited bonus pay data to 5 April 2023. Both our mean and median bonus pay gap continues to be influenced by
gender, with more men participating in bonus schemes than women.
48 | Rightmove plc | Annual Report 2023
Closing gender and ethnicity pay gaps
Whilst progress has been made during 2023, particularly in
closing the gender pay gap, Rightmove is committed to
further reducing its gender and ethnicity pay gaps through a
mix of meaningful, consistent and sustained long-term and
short-term actions.
The focus for the next 12 months is:
• tracking pay data monthly against role vacancies whilst
conducting quarterly analysis to ensure an understanding
of gender and ethnicity hiring decisions
• continuing to deliver inclusive culture and unconscious bias
training to everybody, to further increase understanding of
diversity and inclusion to include gender and beyond
• increase targeted activity through our career site and
LinkedIn to reflect the gender and ethnic diversity and
inclusion of Rightmove.
Disability
Rightmove is committed to its policy of giving full and fair
consideration to people with disabilities for all vacancies and
we continue to support and retain employees who become
disabled during their employment with us.
Engaging with our People
Rightmove’s people underpin the success of the Group.
Without them – and their talent, commitment and dedication
– nothing would be possible. The Board and senior leadership
are focused on ensuring they take opportunities to engage
with employees directly, as well as having access to other
information to understand their views and perspectives.
Some of the ways in which they do this are outlined below.
‘Have your say’ surveys
Employee satisfaction is measured bi-annually through an
engagement survey, ‘Have Your Say’, providing employees
with the opportunity to share honest feedback about
working at Rightmove. Employees are encouraged to share
candid feedback, which is entirely anonymous. The survey
results are transparently shared at both Company and team
level, identifying areas for positive action.
In the end of year survey in 2023, 88% of respondents stated
‘Yes’ to the question, “Is Rightmove a Great Place To Work”.
Other highlights were:
• 93% agree they enjoy working in their teams
• 92% agree they understand how their role contributes to
achieving business objectives
• 87% agree they are proud to work for Rightmove
• 84% agree they are motivated to deliver on objectives
• 77% agree Rightmove cares about their well-being.
Board engagement with employees
In response to the requirements of the 2018 Corporate
Governance Code (Code), the Board agreed that an
alternative, tailored approach to employee engagement
would be appropriate for Rightmove and that NEDs should
be involved in a variety of engagement sessions with
Rightmove teams to gain direct feedback from employees.
Rightmove plc | Annual Report 2023 | 49
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Environment, Social and Governance continued
The Non-Executive Directors meet with a varied group of
employees on an annual basis to have direct unfiltered access
to employees, providing opportunities to share and discuss
that feedback with the Executive Directors. Discussion
points in 2023 were on areas identified for improvement in
our mid-year Have your Say survey results (where 85% of
respondents agreed that Rightmove is a Great Place to
Work). Positive actions were taken following this feedback,
and there was a 3% increase in Great Place to Work
sentiment in the end of year survey.
The Board receives feedback from the CEO at each Board
meeting, in addition to updates from the HR team. The key
messages and insights from the Chief Executive’s Town Hall
updates (see below) during the year have supplemented our
Non-Executive Directors’ understanding of the challenges
and opportunities facing Rightmove’s employees and
informed some of the Board’s decision making, particularly
in relation to investment in technology, remote and hybrid
working and recruitment policies.
Town Hall briefings
All company Town Hall meetings are held monthly, hosted by
the Executive Directors and Group Leadership Team. Town
Halls provide the opportunity to share information and
updates and provide a forum for employees to ask questions
and contribute to discussions.
Information is shared transparently, to ensure that
employees are informed about the business plan and
strategy and how their role contributes to the achievement
of both: ultimately aligning everyone towards the common
vision. In the 2023 ‘Have your Say’ survey, 72% of
respondents agreed that they felt informed about matters
that affected them and 92% agreed that they understood
how their role contributed to achieving the business plan.
Inclusion Groups
Diversity, Equity and Inclusion (DE&I) is fundamental to our
culture and enables employees to feel valued for who they
are and the contribution they make.
In 2023, we asked employees on a voluntary basis to
determine their priorities and activities, identifying
whether there were any specific topics to address for
underrepresented groups. An LGBTQ+ community inclusion
group was formed, with actions taken to celebrate Pride
Month across our three office locations and two awareness
events held with an external speaker on Pride+ LGBTQ+ and
Inclusion 101.
As an outcome to discussions, a Gender Identity Policy was
introduced to outline our approach to gender identity, the
prevention of discrimination at work due to gender identity
and support to those who transition at work.
Working at Rightmove
Recruitment and retention
Recruiting people with the right skills, capabilities and
experience is essential to Rightmove’s success. The market
for individuals, particularly with technology and customer-
centric skills, remains highly competitive and challenging,
with high salary inflation. The HR team now has dedicated
talent acquisition partners who focus on direct recruiting for
all roles and during 2023 the benefits package was renewed
and enhanced to ensure we can attract and retain the best
people (see benefits below).
Training
Learning and development is part of working at Rightmove
and is designed to equip managers and employees with all
the necessary skills to excel in their roles and ultimately
ensure we provide exceptional service to our customers
and consumers.
All new Rightmove employees are introduced to the business
by attending ‘How Rightmove fits together’ courses based at
our Milton Keynes and London offices, to support the
Rightmove culture and values, and all are offered an
extensive programme of training and development
opportunities.
Recognising that our employees have different learning
styles, training is tailored to individual requirements in both
technical and non-technical skills. Our development
programmes include workshops, on-the-job training,
attendance at conferences, coaching and mentoring, online
learning and professional qualifications.
Summary of training provided in 2023
Average hours of training per employee
Percentage of employees who were
offered training
Total number of training hours provided
to employees
Number of mandatory training hours
Number of technical development training hours
Average training cost per employee
Value
17
100%
12,617
4,621
7,996
£604
50 | Rightmove plc | Annual Report 2023
Well-being and mental health
Rightmove takes well-being and mental health seriously and
recognises its responsibility in supporting employees’ mental
health and ensuring that everyone at Rightmove feels they
belong and can contribute in a safe environment. Our
wellness programme is called “Thrive”: it is accessible to
every employee, providing a combination of awareness
events, personal development education sessions and 1:1
coaching opportunities.
In 2023 our focus was on ‘How we thrive’ together: with 250
1:1 coaching sessions made available, focused around
setting our employees up for success, alongside a monthly
series of ‘Time to Talk’ awareness sessions led by external
specialists supporting our focus on raising awareness and
education on various social issues.
Our aim is to provide education and support and through this
we contribute to the larger movement aimed at reducing
stigmas and ensuring the Rightmove work environment
continues to be one where everyone can be themselves.
Health and Safety
The health and well-being of all employees and visitors is a
priority for the business. During the year we ensured that our
premises continue to provide a safe working environment:
Rightmove has a fully compliant Health and Safety Policy and
appropriate insurance for all its employees. We also ensure
the maintenance of plant and equipment, the safe handling
and use of all substances and the prevention of accidents
and causes of ill-health.
Accordingly, there were no fatalities or serious injuries
reported during the year, and there was no lost time
due to work-related incidents or work-related
occupational disease.
Employee benefits
Pensions
A group stakeholder pension plan is offered to all employees
– this was reviewed during 2023 and from 1 January 2024, if
employees choose to contribute 4% or more of their salary,
Rightmove contributes 7%.
Hybrid working
The majority of Rightmove employees adopt our hybrid
working policy of at least two days in the office, which
provides flexibility and work life balance. Our hybrid working
policy aims to ensure that: all employees are treated equally
irrespective of their working arrangements; hybrid working is
carried out safely and in accordance with our policies and
current legislation; and the core principles associated with
hybrid working and the conditions that apply to those who
adopt our hybrid working arrangement are understood.
Employee share schemes
Employees can benefit directly from their contribution to
Rightmove’s success through two all-employee share plans
which help align the interests of employees with those of
our shareholders.
Every year, in December, each employee receives a Free
Share Award (in 2023, 600 shares) under the Share Incentive
Plan (SIP). Over 94% of employees participate in the SIP and
can sell their shares, subject to tax, after three years or tax-
free after five years.
All employees have the option to join the Rightmove Save As
You Earn Scheme (Sharesave), which allows employees to
save money from their salary with the option to purchase
shares at a discount after three years. Over 50% of Group
employees currently participate in Sharesave.
Rightmove plc | Annual Report 2023 | 51
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Environment, Social and Governance continued
Making a difference to our
communities and customers
Free CELA training for our customers
The Certificate for Estate and Lettings Agents Level 3 (CELA)
continued to be rolled out, free of charge to Rightmove
customers, during 2023. To date, 3,071 customers have
enrolled and £1.2m of free training has been delivered
by Rightmove.
Charity Group and charitable giving
Rightmove engages with local communities, and supports
them on an ongoing basis, through local connections,
charitable work, support and sponsorship. During 2023, the
focus continued to be on local and national charities that
matter to our stakeholders, supporting them with donations
and matching any employee’s individual fundraising efforts.
Charitable donations during 2023, including matched
funding and sponsorship, totaled £234,000 (2022: £231,000).
Customer sailing day
Rightmove holds an annual customer sailing day to support
charities that matter to our customers. The 2023 sailing day
raised funds for several charities including MIND, The
Samaritans, and the Huntingdon Disease Association.
During 2023 we were proud to support, among others, the
following charities:
Charity
Centrepoint
Support Dogs
Caudwell Youth/SOFEA
Albert Kennedy Trust
Purpose
Centrepoint provides
housing and support for
young people with the aim
to end youth homelessness
by 2037
Trains specialist assistance
dogs to improve the lives of
children and adults
Supports young at-risk
people with employment,
training and one-to-one
mentoring
Provides routes to safe
housing, support and secure
futures for LGBTQ+ young
people
Papyrus
Prevention of young suicide
in the UK
During 2023, the Communities and Charities Group identified the following key areas of focus for Rightmove’s corporate giving.
Environment and
biodiversity
Supporting projects
that promote climate
action or protect/
support biodiversity
Equity
Stakeholders
Relief
• Social equity and
inclusion
• Disability
• Homelessness
• Foodbanks
• Work placements/
work experience
Supporting projects/
fundraising that have a
stakeholder focus
(Employees,
Customers,
Suppliers, Consumers)
Catastrophe/
emergency response
‘one off’ donations eg
famine, earthquakes
and floods
52 | Rightmove plc | Annual Report 2023
Governance
Robust governance frameworks that support
strategy and reduce risk
We continue to maintain robust corporate governance frameworks and controls, and develop
safe platforms, that support strategy, reduce risks and create the right conditions for value
generation: ensuring Rightmove remains the trusted destination for home movers and
property professionals.
Governance and compliance progress in 2023
Progress was made in 2023 across all target areas:
2023 Targets
2023 Results and Progress
Status
Be Tax Transparent
Rightmove has continued to pay the right amount
of tax, at the right time.
Achieved
Zero reportable data protection incidents
No reportable data breaches
Zero tolerance of bribery and corruption, modern
slavery or human rights breaches
No reported instances of bribery, fraud, corruption,
modern slavery or breaches of human rights
Achieved
Achieved
Governance and compliance strategy 2024-26
During 2023 the Governance and Compliance strategy was reviewed to ensure it remained fit for purpose:
Culture and conduct
• High trust culture with
strong ethical architecture
• Ethical business conduct
and behaviours and a safe
working environment
• Increasing charitable giving
• Continued tax transparency
Robust governance
frameworks and controls
Safe and secure platforms
and systems
Elevation of the customer
and consumer experience
• Ensuring statutory,
regulatory and legal
compliance
• Aligning with best practice
• Promoting a governance
culture
• Investment in cyber/data
security to continue to
deliver safe and secure
platforms
• Working towards ISO 27001
standards
• Continue to be the trusted
destination
• Enhancing the customer
and consumer experience
• Understanding customer
and consumer needs,
listening to feedback and
improving our internal
processes and systems
Rightmove plc | Annual Report 2023 | 53
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Strategic report | Environment, Social and Governance continued
UK Corporate Governance Code
compliance and our robust corporate
governance frameworks
In 2023 we have complied fully with the UK Corporate
Governance Code. For further details on this and to read
about our Board and Committees and corporate governance
structures and processes, please turn to page 66.
The key governance frameworks in place at Rightmove are
outlined below.
Regulated activities compliance
Rightmove Landlord and Tenant Services Limited (RLTS) and
Rightmove Financial Services Limited (RMFS) are authorised
and regulated by the Financial Conduct Authority (FCA).
Both RMFS and RLTS are subsidiaries of Rightmove Group
Limited which is an appointed representative and a
subsidiary of Rightmove plc.
Throughout 2023, RMFS focussed on continuing to deliver
on all regulatory expectations, with a clear focus on the
updated Consumer Duty requirements (July 2023) and
ensuring that RMFS delivers good outcomes for consumers.
Policy enhancements were made to reflect the new
regulatory expectations and gap analysis was completed
against the enhanced requirements and action plans closed
across the business. RMFS launched an awareness campaign
for Consumer Duty and issued formal training to all those
individuals supporting regulated activity, with a test that all
passed. RMFS also reviewed its supply chain to ensure that
all entities that support its consumers in their regulatory
duty are making the correct adjustments to deliver good
consumer outcomes. Specific Consumer Duty management
information is gathered and reviewed monthly against
agreed appetite parameters and formal reports, by the
senior manager responsible for compliance oversight, and is
submitted to the RMFS board quarterly for review and action.
The RMFS board has appointed a Consumer Duty Champion.
RLTS is authorised and regulated by the FCA to conduct
insurance distribution. During 2023 quarterly thematic
reviews were undertaken, by external compliance consultant
ATEB, to ensure ongoing compliance with FCA requirements,
covering financial promotions, outsourcing arrangements,
quality assurance and a deep-dive review into the company’s
updated suite of compliance policies. The Consumer Duty
Act (July 2023) was a focus throughout the year. As part of
the implementation plan, governance oversight reporting
and quality assurance processes were updated, a Product
Governance Framework and an Incentives and Commissions
Framework were implemented and a vulnerable customers
process set up to ensure that delivering good customer
outcomes is at the heart of operations.
54 | Rightmove plc | Annual Report 2023
Conduct, culture and values
Rightmove is committed to operating in a responsible and
compliant manner with honesty and integrity, led by a senior
leadership team who promote the highest standards of
business ethics. Our governance frameworks and ethical
architecture – including our code of conduct, values
(our ‘Hows’) and our internal policies, procedures, processes,
training programmes and performance review systems
support a high trust culture.
Whistleblowing
Rightmove’s whistleblowing line is independently operated
by a third-party provider and our Whistleblowing Policy and
arrangements are available on our investor website
plc.rightmove.co.uk. All employees undertake an online
whistleblowing training module on an annual basis.
Business Conduct
Rightmove has a business conduct framework including
an employee Code of Conduct, a Financial Crime Policy
(incorporating anti-bribery and corruption arrangements)
and an extensive employee training programme, including
mandatory training on whistleblowing, data protection and
business ethics and integrity. No bribery, corruption or
conduct incidents were recorded during 2023.
Safe and secure platforms and systems
Maintaining safe and secure platforms and systems underpins
Rightmove’s operations. Every service innovation or modification
to a platform is tested thoroughly to ensure that it delivers a
valuable service for customers, protects consumer data and
provides an engaging consumer experience.
Due diligence checks are performed on all prospective
Rightmove customers to ensure that they meet all relevant
regulations and best practice standards, before they are allowed
to advertise on the Rightmove platform. Automatic detection
systems are in place to identify any anomalous images or text
uploaded to Rightmove in any property adverts, which allows
more effective resolution to any incorrect property listings and
removes potentially misleading or incorrect images and
property descriptions.
Cyber security
Rightmove continued to invest in cyber security and data security
in 2023 and completed the following actions to strengthen
Rightmove’s cyber security position:
• Increased the number of people in the Information Security Team
• Invested in ‘posture management’ tooling to ensure our
Software-as-a-Service (SaaS) tools are configured in line with
established best practice
• Migrated our security event monitoring (SIEM) services to
more modern platforms to further improve visibility into activity
across our evolving IT estates
• Made improvements to the device provisioning processes to
harden our end-user devices.
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Further details on security measures and risk management
around cyber threat and to IT systems can be found in the
Principal Risks and Uncertainties section of this Report.
Data Protection
Protecting customer and consumer data is a top priority.
Rightmove’s employees are required to complete
mandatory training on joining (and annually thereafter)
covering data protection and information security and,
periodically throughout the year, phishing tests are
conducted to ensure levels of awareness remain high.
Policies are reviewed and updated regularly, and all
employees have certified that they have read and
understood the core policies (covering Data Protection,
Breach Reporting, Information Security and Appropriate
Use of IT). Additional specialised training is required for
employees in technical roles, and for roles that require
access to any sensitive data.
The Chief Information Security Officer is a member of the
Group Risk Committee and co-ordinates actions across the
organisation, to ensure the Rightmove security posture
remains strong. Rightmove has two Data Protection Officers
(DPOs) and a Deputy Data Protection Officer, who are
responsible for data privacy, data breach prevention and
reporting, policy compliance, record keeping and data
subject rights. They are supported by a dedicated team
handling data protection enquiries from consumers and
customers via DPO@rightmove.co.uk.
During 2023, we responded to a number of consumer data
privacy incidents, which were fully mitigated and did not
result in any financial loss to consumers.
Internal audit
During 2023, the internal audit function continued to be
outsourced to PwC. During 2024, this will transition to
an inhouse internal audit team which is currently being
set up, with hand over by PwC and oversight from the
Audit Committee.
Human Rights
Rightmove is committed to supporting human rights and is
opposed to all forms of discrimination in any of its business
activities, relationships, operations and supply chain.
Rightmove supports human rights through its compliance
with national laws and its internal policies adhere to
internationally recognised human rights principles. The
Rightmove Code of Conduct requires employees to promote
equal and fair treatment for everyone, in line with its values:
its ethical framework of policies and procedures supports
this, including Modern Slavery, Gender Pay, Flexible Working,
Equal Opportunities and diversity and inclusion policies.
Modern Slavery
Rightmove is committed to preventing slavery and human
trafficking in its business operations and supply chains;
expecting the highest standards of ethical behaviours from
suppliers and having a zero-tolerance approach to the
mistreatment of employees and, wherever possible, those
employed in its supply chain. We are opposed to all forms of
discrimination with respect to employment and occupation,
modern slavery, human trafficking, forced or compulsory
labour and child labour, in our business and supply chain.
Rightmove’s Modern Slavery Act statements can be found
on the investor website plc.rightmove.co.uk. During 2023,
no incidents of modern slavery or human rights abuse were
identified or reported in our business or supply chain.
Tax transparency and strategy
Rightmove’s approach to taxation forms part of the Group’s
corporate and social responsibility stance and it is committed
to paying the right amount of tax, at the right time. The Group
tax strategy is available on the investor website: plc.rightmove.
co.uk. Details of Rightmove’s total tax contribution are
included within the Financial Review on page 21.
Supplier engagement and code of conduct
Our supplier strategy is governed by our Supplier Code of
Conduct which sets out the social, ethical and environmental
obligations for our supply chain partners (available on the
investor website plc.rightmove.co.uk) and is underpinned by
a supplier due diligence policy.
Rightmove plc | Annual Report 2023 | 55
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Strategic report | Environment, Social and Governance continued
Sustainability Accounting Standards Board (SASB) disclosure index
The table below summarises the recommended SASB disclosures. Where we have provided the information, the location in
the annual report is provided below.
Area
Recommended disclosure
Location
Environmental
footprint of
hardware
infrastructure
• Total energy consumed, including percentages
from National Grid and renewable energy
• Total water consumed
• Integration of environmental considerations into
strategic planning for data centres
Scope 1, 2 and 3 GHG emissions and water usage
disclosed in the Environment section of this ESG
Report
We have continued with the migration of our data
centres to the cloud
Data Privacy,
Advertising
Standards and
Freedom of
Expression
• Description of policies relating to behavioural
advertising and user privacy
• Monetary loss arising from legal proceedings
Governance section of this ESG report – Safe and
Secure Platforms and Systems and Data Protection
No monetary losses as a result of legal proceedings
relating to user privacy
• List of Countries where core products or services
are subject to government-required monitoring,
blocking, content filtering or censoring
None. Rightmove is a UK-based company with a
predominantly UK target audience
• Number of government requests to remove content
None
Data Security
• Description of approach to identifying and
As above
mitigating data security risks
Employee
recruitment,
inclusion and
performance
• Percentage of employees that are foreign
Social section of this ESG Report
nationals
• Employee engagement, as a percentage
• Gender and racial/ethnic group representation
56 | Rightmove plc | Annual Report 2023
Strategic report | Risk management
Risk management
Ensuring we achieve our strategic objectives
Rightmove manages the risks and opportunities associated
with the delivery of its strategy through its risk management
process: ensuring appropriate controls to mitigate the impact
of risks, without stifling the growth and development of the
Group – operating a culture of innovation in which key risks
are understood and proactively managed. Risk management
practices are embedded into business activities in a
proportionate manner, supporting a culture that is
risk aware and able to identify and respond to both risks
and opportunities.
Governance framework
Rightmove’s risk governance framework seeks to sustain and
evolve the risk culture and guide the way employees approach
their work and decision making. The aim is to ensure that
business decisions strike an appropriate balance between risk
and return and are consistent with the Group’s risk appetite.
Overall governance is provided by the Board, with
assistance from the Audit and Risk Committees. Their key
responsibilities include the approval of Rightmove’s principal
risks, the approval and monitoring of compliance with the risk
management policy and framework, and the periodic review
of risk appetite.
The organisational structure is based on defined roles and
responsibilities, where the assignment of authority and
responsibility throughout the business is clear. Board level
engagement, coupled with the direct involvement of the
leadership team, ensures that escalated issues are promptly
addressed and remediation plans are initiated where required.
Interaction of the executive and non-executive governance
structures is facilitated by delegated authority from the
Board to the Audit Committee, Executive Directors and
leadership team. This includes a Risk Committee chaired
by the Chief Financial Officer, who holds executive
accountability for the ongoing monitoring, assessment and
management of the risk environment and the effectiveness
of the risk management framework. The compliance
function oversees the day-to-day effectiveness of the risk
management framework.
Risk processes are in place which align to the Rightmove
operating model; with each business function responsible
for the identification, tracking and management of specific
risks. Day-to-day responsibility for risk management is
delegated to senior managers with individual accountability
for decision making - recognising that all employees have a
role to play in risk management.
Clear responsibilities for risk mitigation and controls
management are defined across the Group through the
structure shown below. All roles work together to contribute
to the creation and protection of value. Alignment of
activities is achieved through communication, co-operation
and collaboration, which ensures the reliability and
transparency of information needed for risk-based
decision making and effective independent oversight
and assurance in respect of key decisions.
Rightmove plc | Annual Report 2023 | 57
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Risk management continued
Risk Management process and activities
Ultimate responsibility for the effective management of risk, review and approval
of risk policy and framework, risk appetite and the principal risks
Board
Assists the Board in discharging its responsibilities for monitoring the integrity of the Group’s financial statements
and the effectiveness of the systems of internal control. Monitors the effectiveness, performance and objectivity of
the internal auditor and external auditor and approves audit plans
Audit Committee
Risk Committee
Prepares the Group risk management framework,
maintains the risk register and list of principal risks,
reviews risks with the business functions and
consolidates the significant risks from underlying
risk registers, including monitoring emerging
risks, and summarises Group risk activity for
the Audit Committee
The Audit Committee receives and analyses
regular reports from management and internal
audit on matters relating to risk and control and
reviews the timeliness and effectiveness of
corrective action taken by management. It also
considers any findings and recommendations of
the external auditors in relation to the design and
implementation of effective financial controls.
Further detail of these activities is included within
the Audit Committee report on page 79
Management
Business Functions:
Ownership of risk and controls
Business functions have overall
accountability and ownership of
risk. This includes the identification
and management of risks, including
emerging risks, and ensuring
adequate controls are maintained
and operating effectively. They are
also responsible for implementing
corrective actions to address any
process and control deficiencies
Compliance:
Challenge and support
The Compliance function provides
oversight and constructive
challenge to the business, coupled
with advice and support regarding
the risk profile of the Group. It also
has a key role in promoting the
implementation of a strategic
approach to risk management
Internal Audit:
Independent review
Internal audit provides
independent and objective
assurance on business and
compliance functions, as well
as recommendations on the
adequacy and effectiveness of
governance, internal controls,
and risk management. Internal
Audit’s independence from the
responsibilities of management is
critical to its objectivity, authority,
and credibility
The risk management process is underpinned by the Group Risk Management Policy, which is subject to periodic review to
ensure it remains appropriate for our business needs and delivers against our governance responsibilities.
58 | Rightmove plc | Annual Report 2023
Risk management framework and identification of risks
Rightmove’s risk management framework is designed to support the identification, assessment, management and control
of the material risks that threaten the achievement of the Group’s strategic and business objectives. The key principle of the
framework is to promote risk management as a positive and enabling process, helping to maximise opportunities while
identifying and mitigating risks as they emerge.
Significant and emerging risks are identified and incorporated into the Group’s Risk Register, which is maintained by the Risk
Committee, via liaison with the business functions and from the Board’s top-down assessment of the Group’s overall strategic
risks. The Risk Register captures the assessment of each risk, related response, and progress made against any actions to improve
risk control; as well as highlighting those risks which are the Group’s principal risks. The risk register is reviewed by the Audit
Committee and Board semi-annually. They conduct robust assessment of the risks, including potential emerging risks, over the
three-year timeframes used in the Group’s Viability assessment. The significant and emerging risks facing the Group during 2023
are outlined within the Principal Risks and Uncertainties section of the strategic report.
Risk appetite
Decisions are made with reference to the risk appetite of the Group and an assessment of the balance of risk and return. Risk
appetite is defined and communicated within the Group as ‘the level of risk that the Group is prepared to accept in pursuit of its
strategic objectives and business plan’.
The Group recognises that its appetite for risk varies. The aim is to create and protect value - and acceptance of risk is subject
to ensuring that potential benefits and risks are fully understood before developments are authorised, and that proportionate
measures to mitigate risks are established and monitored.
The Group’s risk appetite in relation to its key areas of risk is defined below:
Risk area
Strategic risks
Risk appetite
These risks could adversely affect the future of the Group’s
strategy and value proposition. They can arise from external
events – such as competition, the economy, new technologies,
ESG – or arise internally from the positions taken concerning
Rightmove’s governance, culture and strategic decisions.
Operational risks
Operational risks arise from the way the Group goes about its
business and the external influences and relationships that
impact it. They include the risk of loss resulting from inadequate
or failed internal policies, processes, systems and decisions or
from external events relating to suppliers and customers.
Financial risks
These cover a range of risks including that the Company fails to
collect monies owed to it; encounters difficulties in meeting its
obligations; is adversely impacted by market parameters such
as interest rates and exchange rates; and/or undertakes
financial investments which result in capital loss.
Legal, regulatory and compliance risks
These risks include financial penalties, regulatory censure,
criminal or civil enforcement action (and reputational damage)
due to the failure to identify, assess, comply with, or manage
regulatory and/or legal requirements – including those with
respect to its FCA-regulated entities.
Some level of inevitable inherent risks in the delivery of its
strategy and annual business plans is acknowledged by the
Group, although it aims to minimise this risk.
Rightmove has a low appetite for material operational risks:
policies, processes and controls are in place across the business
to mitigate risks, although some low level risks are accepted
where the cost of mitigation would outweigh the benefits.
The group has a low appetite for any financial risk and
minimises risk through policy, procedures and rigorous
financial controls around actual and forecast results and
cash management.
The risk appetite for these risks is low with zero tolerance
for criminal events such as fraud, bribery and corruption.
A dedicated Legal and Compliance function oversees policies,
procedures and controls that mitigate such risks.
Rightmove plc | Annual Report 2023 | 59
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Strategic report | Principal risks and uncertainties
Principal risks and uncertainties
Monitoring and mitigation
The principal risks and uncertainties facing the Rightmove Group have been assessed in accordance with our risk
management framework. Principal risks are defined as those risks which could seriously affect the performance, future
prospects or reputation of the Group. These include risks that would threaten the Group’s business model, future
performance, solvency or liquidity.
Effective management of these risks is essential to the execution of our strategy, the achievement of sustainable shareholder
value, the maintenance of our reputation, and ongoing good governance. A description of the principal risks and uncertainties
faced by the Group in 2023 (in no order of priority), together with the potential impact and monitoring and mitigating
activities, is set out in the table below.
1. Macroeconomic environment
The Group derives almost all
its revenues from the UK and
is therefore dependent to a
certain extent on the
prevailing macroeconomic
conditions in the UK housing
market and on consumer
confidence, both of which can
influence the number of
property transactions in a
given year. The Rightmove
business model and consumer
engagement largely shield it
from all but extreme market
swings – nonetheless a severe
and prolonged recession could
reduce the customer base
and, potentially, negatively
impact revenues.
Change from prior year
Potential impact
Substantially fewer housing transactions than normal may lead to a reduction, or consolidation,
in the number of agency branches, or a reduction in the number of new home developments
advertised; both of which are an important contributor to the Group’s revenues. A more
uncertain macro and/or political environment may lengthen the property transaction cycle,
reducing cash flows for smaller agents and/or leading to a reduction in advertisers’ marketing
budgets, reducing demand for the Group’s property advertising products.
Changes in the year
Despite the ongoing economic uncertainty during 2023, housing transactions remained
broadly stable at 1.0 million(1) (2022: 1.2 million and 2019: 1.0 million) and the impact on
Rightmove’s performance and results was minimal: revenue was up 10% and membership
numbers broadly flat (229/1% lower than December 2022) and ARPA(2) was up 9%/£117
from 2022.
Risk monitoring and mitigation
• Monitoring of the housing market, including leading indicators and membership trends.
• Continuing to provide the most significant and effective exposure for customers’ brands
and properties
• Remaining the primary source of high-quality leads, offering value-adding products and
packages and helping to drive operational efficiencies for our customers; thereby
embedding the value of our membership
• Maintaining a flexible cost base that can respond to changing conditions.
60 | Rightmove plc | Annual Report 2023
2. Competitive environment
The Group operates in a
competitive marketplace,
with attractive margins and
low barriers to entry, which
may result in increased
competition from existing
competitors, or new entrants
targeting the Group’s
primary markets.
Change from prior year
Potential impact
Increased competition may impact Rightmove’s ability to grow revenues due to a potential
loss of audience, advertisers or demand for additional advertising products.
Changes in the year
There have been some changes in the competitive environment during the year. Rightmove
continued to retain the largest and most engaged audience of any UK property portal. Its
market share of a selection of the top property portals was 86% in 2023(3) (2022: 85.0%)(3).
Risk monitoring and mitigation
• Sustained investment and innovation to provide products to our customers that meet all of
their property search and listing requirements
• Communication of Rightmove’s value to advertisers
• Continued investment in our account management teams to help customers run their
businesses more efficiently
• Sustained marketing investment in the Rightmove brand.
3. New or disruptive technologies
Rightmove operates in a fast-
moving online marketplace.
Failure to innovate or adopt new
technologies and/or failure to
adapt to changing customer
business models and evolving
consumer behaviour may
impact the Group’s ability to
offer the best products and
services to its advertisers and
the best consumer experience.
Change from prior year
Potential impact
Failing to innovate on a timely basis may impact Rightmove’s ability to grow or sustain revenues
due to the potential loss of audience engagement, advertisers and demand for additional
advertising products.
Changes in the year
Progress continues with Cloud migration, currently over 40% complete and expected to
complete in 2025. Following the procurement of our new user research tool in 2022, over 2,000
sessions were held with users to conduct research, understand evolving needs and how
Rightmove can support. With the acceleration in technology advancement within AI over the
past 18 months, we conducted an accelerated discovery programme, to understand both the
threats and opportunities that AI poses for Rightmove, in advance of building out our AI capability
in 2024. Finally, investing continued in the consumer proposition to accelerate progress.
Risk monitoring and mitigation
• Ongoing research and prototyping of new concepts with users
• Formation of the new AI and consumer teams that will enable us to accelerate innovation in
our consumer roadmap
• Ongoing engagement with start-ups, prop-tech and international peers to stay abreast of
market innovation.
Rightmove plc | Annual Report 2023 | 61
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Principal risks and uncertainties continued
4. Cyber security and IT systems
Potential impact
Any loss of website availability, or theft/misuse of data held within the Group’s databases and
IT systems, could result in reputational damage to the Group from loss of consumer and
customer confidence, as well as financial loss arising from increased downtime or potential
penalties, fines and lawsuits.
Changes in the year
High levels of cyber threat-activity continued. We remained focused on investing in enhanced
security controls, across both our website hosting environment and administrative IT estate,
ensuring that customers’, consumers’, and Company data is protected. In addition to our
inhouse IT environments, we extended security activities this year to cover cloud-based
SaaS services which increasingly support our day-to-day business operations. Third-party
assurance exercises continued to be used to validate our capabilities and controls;
undertaking penetration tests, benchmarking exercises, and an assessment of current
working practices against the ISO27001 standard for information security management.
Risk monitoring and mitigation
• Board monitoring of cyber risks and mitigation as part of its review of Group risks
• Disaster Recovery and Business Continuity Plans subject to regular testing and review
• Best-in-class security controls (and investment in) for all of our IT environments (on-premise,
cloud and SaaS)
• Embedding best practice for secure application development into our software development
lifecycle
• Regular testing of the security of our IT systems and platforms – including penetration testing
with ongoing monitoring and detection of external threats and threat capabilities
• Ongoing monitoring of, and detection of, external threats and monitoring threat capability
• Regular internal information security training, phishing and ‘spearphishing’ tests
• Incident response capabilities provided by external managed services coupled with the right
inhouse expertise
• Working closely with our core technology teams to stay ahead of changes in the technology
landscape (for example, AI), and factoring the security implications of these into our plans
moving forward.
Potential impact
Failure to meet regulatory requirements could lead to reputational damage, legal action
and/or financial penalties – all of which could impact the performance of the Group and
returns to shareholders.
Changes in the year
Key changes in 2023 included updates to our existing Consumer Duty policies, processes
and controls to ensure compliance with the new requirements, as directed by the FCA;
continued work on our primary and secondary Data Protection Impact Assessments; as well
updating our cookie policy, launching a new cookie wall and updating the marketing consent
modal.
Risk monitoring and mitigation
• Code of Conduct in place, underpinned by policies and procedures
• Group-wide mandatory training programmes: which include anti-bribery and corruption,
data privacy, information security and continuous professional development for all in
regulated roles
• A dedicated internal legal, risk and compliance team responsible for identifying, assessing
and responding to upcoming changes in laws and regulations; with access to external,
specialist advice.
The Group has a high
dependency on technology and
IT systems. In today’s digital
world there are increased risks
associated with external cyber-
attacks which could result in an
inability to operate our
platforms. A security breach,
such as corruption or loss of key
data, may disrupt the efficiency
and functioning of the Group’s
day-to-day operations.
Change from prior year
5. Regulatory risks
The Group operates in an
increasingly complex
regulatory environment.
There is a risk that the Group
fails to comply with these
requirements or to respond
to changes in regulations –
including GDPR and, for its
subsidiaries, the Financial
Conduct Authority’s rules
and guidance.
Change from prior year
62 | Rightmove plc | Annual Report 2023
6. Securing and retaining the right talent
Our continued success is
dependent on our ability to
attract, recruit, retain and
motivate our highly skilled
workforce.
Change from prior year
Potential impact
An inability to recruit and retain talented people could impact our ability to maintain our
financial performance and deliver our strategic objectives. If key staff leave or retire, there is
a risk that knowledge or competitive advantage is lost.
Changes in the year
During 2023, we announced several changes in benefits which included awarding all
employees an additional two days’ annual holiday from 2024 onwards, and additional loyalty
days for all those who reach 10 years’ service. Other benefit options were refreshed, which
included pension contributions and private medical health. Investment continued in
employee development and training – with a focus on manager capabilities, well-being
and learning opportunities, which include one-to-one coaching. The Non-Executive
Directors continued to host face-to-face sessions with employees to hear feedback first
hand. Employee sentiment remains strong, with our ‘Great Place to Work’ score at 88%
(2022: 87%).
Risk monitoring and mitigation
• Regular benchmarking of total reward packages
• Regular staff communication and engagement and semi-annual employee survey
• Ongoing succession planning and development of future leaders
• Learning and development for all employees, including mandatory training
• The ability for all employees to participate in the success of the Group through the SIP and
SAYE schemes
• Hybrid working policy to provide the option of up to three days at home, with two set days
in the office.
Emerging risks
Emerging risks are new risks, or changing risks, which we believe are not immediate but may represent a significant future
opportunity or threat, are not yet fully understood, and where the likelihood and the impact are uncertain or even widely
unknown. These include Company specific risks and global risks affecting the macro economy and are beyond any particular
party’s capacity to control, including scenarios which could derail our strategic plans.
Our approach to emerging risk identification, prioritisation and response, is systematic and includes horizon scanning and
impact assessment, and consideration of consolidating risks. This identification, capture, evaluation and ongoing monitoring
of emerging risks falls within our risk management framework and is reviewed formally by the Board semi-annually with the risk
register. Examples of emerging risks include:
• The pace of change in relation to environmental and other ESG matters as well as evolving consumer expectations; and
• The pace of technological change with regards to Artificial Intelligence and the possible impact on consumer behaviour.
Remains unchanged
Slight decrease
Slight increase
(1) Residential property transactions in the UK recorded by the Land Registry.
(2) Revenue from Agency and New Home advertisers in a given month divided by the total number of advertisers during the month, measured as a monthly average over
the year.
(3) Source: Comscore MMX® Desktop only + Comscore Mobile Metrix® Mobile Web & App, Total Audience, Custom-defined list of Rightmove Sites, RIGHTMOVE.CO.UK,
ZOOPLA.CO.UK, PRIMELOCATION.COM, ONTHEMARKET.COM, January – December 2023, United Kingdom.
Rightmove plc | Annual Report 2023 | 63
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Going concern and viability statement
Going concern and viability statement
Based on a robust assessment of principal risks
Based on the going concern assessment in note 1 of the Financial Statements, the Directors have a reasonable expectation
that the Group has sufficient resources to continue in operational existence for the period to 30 June 2025. For this reason,
they continue to adopt the going concern basis in preparing the Financial Statements.
In assessing the long-term viability of the Group the Directors have determined that a three-year period to 31 December
2026 constitutes an appropriate period over which to provide its viability statement, as the Group operates within an online
digital marketplace, and projections looking out further than three years become significantly less meaningful in the context
of the fast-moving nature of the market. Three years is also the period considered under the Group’s current Strategic
Business Plan.
The Strategic Business Plan is developed on a business unit by business unit basis, using a bottom-up model and is reviewed by
the Board. The plan makes certain assumptions about Agency and New Homes customer numbers, ARPA growth and other
revenue streams and considers the Group’s cost base, profitability, cash flows and dividend cover over the three-year period.
The Strategic Business Plan has been subject to robust downside stress testing, which involved flexing several of the main
assumptions underlying the plan, to assess the impact of severe but plausible scenarios. Analysis was performed to evaluate
the potential financial impact over the period of the Group’s principal risks actually materialising. Although all the principal
risks detailed on pages 60 to 63 could have an impact on Group performance, the scenarios opposite are considered to pose
the greatest threat to the business model and future performance of the Group and are therefore the most important to
the assessment of the viability of the Group.
Under the severe but plausible scenarios above, revenue reductions were modelled, with key drivers being customer
numbers and ARPA. Cost assumptions were also considered in each of the severe but plausible scenarios, including an
increase in marketing costs and IT costs, employee recruitment and retention costs, and higher spend on innovation and
protection of the platform.
The scenarios were stress tested individually and in combination, with severe but plausible assumptions applied. In all
scenarios the Group remains cash positive over the three-year period and has sufficient resources to continue in operational
existence, without triggering the need to incur any debt.
The Directors also reviewed the results of a reverse stress test, which was undertaken to provide an illustration of the
scenario required to exhaust cash balances within three years. The possibility of this scenario arising was assessed to be
highly remote and could arise only in extreme circumstances, significantly more severe than the scenarios modelled above.
Other facts that provide the Directors with comfort around the Group’s long-term viability in the face of adverse economic
or competitive conditions include: that the Group is not overly reliant on a concentrated customer base, with no single
customer constituting more than 3% of Group revenue; that the Group has high operating profit margins, significant free
cash flow generation and no external debt; and the Group has the ability to adjust the discretionary dividend and share
buyback programme to enhance liquidity, if needed.
Confirmation of longer term viability
In accordance with the requirements of the 2018 UK Corporate Governance Code, the Directors have assessed the
long-term viability of the Group, considering the Group’s current position and the potential impact of the principal risks
and uncertainties set out on pages 60 to 63. Based on a robust assessment of the principal risks facing the Group, including
those that would threaten its business model, future performance, solvency or liquidity, the Directors have a reasonable
expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year
period to 31 December 2026.
64 | Rightmove plc | Annual Report 2023
Scenarios that are considered to pose the greatest threat to the future performance of the Group and are therefore the most
important to assess the viability of the Group:
Scenario
Economic downturn
Given that the Group derives nearly all its revenues from the UK, a severe economic downturn could
impact consumer confidence and result in a reduction in the number of housing transactions in the
market. In more extreme cases this could lead to a reduction in the number of customers, or impact
Average Spend Per Advertiser (ARPA).
Increased competition and/or new or disruptive technologies
Linked Principal Risk
1. Macroeconomic
environment
Increased competition may impact the Group’s ability to grow revenues and could be the result of the
entry of a new player and/or new technologies used by competitors. This might disrupt Rightmove’s
total market share and change customer behaviour, leading to a reduction in customer numbers and/or
impact their average spend.
2. Competitive
environment
3. New or disruptive
technologies
Cyber-attack
A cyber-attack could result in Rightmove’s platform being unavailable, which would result in lost revenues
and associated additional costs to remediate.
4. Cyber security
and IT systems
Rightmove plc | Annual Report 2023 | 65
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Corporate governance report – Non-Executive Chair’s introduction
Considering the interests of our stakeholders
Under the Code, the Board is required to report on how it
has considered the interests of its wider stakeholders in its
decision making. The Board and senior leadership team
engages with our stakeholders on an ongoing basis to ensure
that their views are incorporated into decision making at
Rightmove. During 2023, the NEDs have spent time with
Rightmove’s customers and the senior leadership team has
continued to engage in customer sentiment programmes and
carried out an interview-based research project with our
customers. Our Section 172 statement provides examples
of how the views of stakeholders have been gathered and
considered in Board and Executive decision making and can
be found on pages 23 to 29 of this report.
Board performance review
We recognise the importance of regular, thorough, and
transparent Board performance reviews. Details of the 2023
internal Board performance review process, outcomes and the
objectives agreed for 2024 can be found in the Nomination
Committee Report.
Reviewing our ESG strategy
In September 2023, the Corporate Responsibility Committee
of the Board reviewed Rightmove’s ESG strategy and approved
the ESG priorities for the next three years. The ESG section of
this report sets out our evolving ESG strategy and contains a
range of non-financial information and metrics to demonstrate
our progress to date.
Statement of compliance with the UK Corporate
Governance Code
We report against the 2018 UK Corporate Governance Code
which is available at frc.org.uk. The Board considers that the
Company has complied with all provisions of the Code in 2023.
The Governance overview on page 67 summarises how the
principles of the Code have been applied at Rightmove and
how the provisions have been complied with, including
signposting to further supporting information elsewhere in
this annual report.
Annual General Meeting
Our AGM will be held at the offices of UBS, 5 Broad Street,
London EC2M 2QS on Friday 10 May 2024. Full details can be
found within the Notice of Meeting, available at plc.rightmove.
co.uk. All directors will retire and offer themselves for
re-election at this year’s AGM, except Kriti Sharma, who was
appointed on 25 July 2023 and will stand for election.
Andrew Fisher, Non-Executive Chair
Dear Shareholder
I am pleased to present our Corporate Governance report for
2023, which explains Rightmove’s governance framework,
and how we have applied the UK Corporate Governance
Code 2018 (Code) principles and complied with its provisions.
Rightmove’s Corporate Governance in 2023
This section of the report includes our statement of
compliance with the Code (see below) and further
information about how we achieved compliance with the
Code. This report contains information about Rightmove’s
corporate governance framework, the Board’s composition,
the activities of the Board in 2023 and the reports of each of
the four committees of the Board: Corporate Responsibility,
Nomination, Audit and Remuneration.
New CEO and independent Non-Executive
Director
On 20 February 2023, Johan Svanstrom was appointed as an
Executive Director and CEO designate, becoming CEO on
6 March 2023, when Peter Brooks-Johnson stepped down as
CEO and as an Executive Director. Non-Executive Director
Rakhi Goss-Custard did not stand for re-election at the AGM
on 5 May 2023, as she had served the maximum term on the
Board, and therefore stepped down as a Director. We were
delighted to announce in July 2023 that Kriti Sharma would
be appointed as an independent Non-Executive Director
on 25 July 2023. You can read about Kriti’s skills, experience
and her induction, in the Nomination Committee report on
page 88 and her biography is on page71.
Board Strategy Days
In June 2023 the Board held its annual two-day strategy
offsite meeting, where the senior leadership team presented
the strategy for 2024 to the Board and external speakers
gave insightful presentations on leadership and the
emerging challenges and opportunities of Artificial
lntelligence (AI). The Board and senior leadership team held
an AI workshop to explore the potential opportunities and
challenges presented by AI.
66 | Rightmove plc | Annual Report 2023
Governance at a glance
How the Principles of the Code have been applied
The table below sets out how we have applied Principles A to R of the Code and where further information on how
our governance complies with the Code Provisions can be found.
1. Board leadership and Company purpose
3. Composition, succession and evaluation
A. Promoting the long-term sustainable
Pages 23-29
J. Appointments to the Board and succession
Pages 86-90
success of the Company
B. Purpose, values, strategy and culture
Pages 6, 45, 9,
76
C. Governance framework and controls
Pages 67-69
D. Engagement with stakeholders
Pages 23 to 29
E. Oversight of employment policies
Pages 45-51
and practices
2. Division of responsibilities
F. Role of Chair and Board Information
G. Division of responsibilities
H. External commitments and conflicts
of interest
I. Role of Company Secretary
Page 68
Page 68
Page 78
Page 68
planning
K. Board composition and length of tenure
L. Board evaluation
4. Audit, risk and internal control
Page 78
Page 90
M. Financial reporting – integrity of financial
Pages 79-85
and narrative statements
N. Fair, balanced and understandable
Page 81
assessment
O. Risk management and internal controls
framework
5. Remuneration
Pages 59
and 79
P. Reward structure reflecting achievement
and contribution to long-term strategy
Pages 94-115
Q. Remuneration policy
R. 2023 remuneration outcomes
Page 98
Pages 94-115
Governance framework
The Board has established four committees (Audit, Nomination, Remuneration and Corporate Responsibility).
The chair of each committee reports to the Board on committee activities at each scheduled Board meeting.
No person, other than a committee member, is entitled to attend the meetings of these committees, except
by invitation by the chair of that committee.
Rightmove plc Board
Audit
Committee
Nomination
Committee
Remuneration
Committee
Corporate
Responsibility
Committee
Risk
Committee
Culture
Group Leadership
Team (GLT)
(Executive Committee)
Values and
Conduct
Risk Management and
Internal Controls
Training
Rightmove plc | Annual Report 2023 | 67
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Corporate governance report continued
How Rightmove is governed
A governance framework that supports strategy, mitigates risks and creates the right conditions for
value generation.
Board
The Board is responsible for establishing Rightmove’s purpose, values and strategy and for satisfying itself that these are
aligned to culture. The Directors are collectively responsible for promoting the success of the Company for its members
and all other stakeholders. Please refer to our Section 172 statement for further details of the Section 172 duty. The Board
is comprised of eight Directors, six of whom are Non-Executive Directors (five of whom are independent). Board Director
biographies can be found on page 70. Terms of Reference for Board committees, the Matters Reserved for the Board and
the Division of Responsibilities of the Roles of the CEO and Chair can be found on our investor website.
Read more about Board activities on page 74.
Board Chair
The Chair is responsible for leading the Board and promoting the highest standards of corporate governance, planning
the Board’s agendas with the CEO and Company Secretary and for ensuring that Directors receive timely, accurate
information and that sufficient time is allocated for discussion at meetings to support effective decision making.
Senior Independent Director (SID)
One of the Non-Executive Directors is appointed as the Senior Independent Director, who is responsible for deputising
for the Chair in his absence, serving as an intermediary for other Directors when necessary, being available for
shareholders if they have concerns that they are not able to raise with the Chair and for conducting the annual review
of the Chair’s performance. The role of the SID can be found on our investor website.
Independent Non-Executive Directors
Independent NEDs provide challenge and scrutiny to the work of the Executive Directors in their application of the
strategy, within the risk and control framework set by the Board.
• The Board delegates the day-to-day operation of the
• The Board delegates certain matters to its four
business to the Executive Directors. The Board receives
reports on the work of the Executive team from the CEO
at each scheduled Board meeting and has regular
interactions with them.
Board committees – see below for further information.
At scheduled Board meetings, the chair of each
committee reports back on its activities.
Executive Directors
Company Secretary
Group Leadership Team (GLT)
Rightmove’s internal leadership team, led by the CEO.
Responsible for the day-to-day strategic and operational
direction of the Group, for ensuring business units are
accountable and aligned on business strategy and key
results. Responsible for the day-to-day management and
alignment of culture and values at Rightmove and for
developing appropriate talent management and succession
plans in the wider senior leadership team.
The Board and its committees are supported by the
Company Secretary who is responsible for advising the
Chair and Board on corporate governance matters.
The Company Secretary plays an important role in the
organisation of Board and committee meetings, the
preparation of clear, accurate and timely information for
those meetings, liaison between the Board and senior
leadership and the maintenance and development of the
corporate governance framework and ESG matters
at Rightmove.
68 | Rightmove plc | Annual Report 2023
Board Committees
All Board committees are comprised of Non-Executive Directors only, apart from the Corporate Responsibility Committee which
comprises all Directors. Only committee members are entitled to attend Committee meetings, but other Board members and
Rightmove employees may attend by invitation only.
Audit Committee
Nomination Committee
Remuneration Committee
Corporate Responsibility
Committee
Responsible for monitoring
the integrity of the financial
statements and for reviewing
the effectiveness of the
internal and external audit
functions and systems of
risk management and
internal controls.
Read more on page 79
Responsible for Board
composition and diversity,
for succession planning and
reviewing the performance of
the Board and its committees.
Formulates proposals for
appointments to the Board
and its committees.
Read more on
page 86
Responsible for developing
policy on Executive and
wider workforce remuneration
and share-based incentive
plans.
Ensures that Rightmove’s ESG
strategy is fit for purpose and
reviews ESG reporting and
metrics.
Read more on page 91
Read more on page 94
The Risk Committee is a below Board committee that works closely with the Audit Committee and is responsible for the day-to-day
identification and mitigation of risks. Members of the Risk Committee are: the Chief Financial Officer, the Chief Technology and
Product Officer, the Chief Information Security Officer, the Legal and Compliance Director and the Head of Customer Experience.
Risk Committee
Read more on page 57
Subsidiary Boards
There are five companies in the Rightmove Group – Rightmove plc, its subsidiary company Rightmove Group Limited and its
subsidiary companies Rightmove Landlord and Tenant Services Limited, Rightmove Financial Services Limited and Homeviews
Platform Limited. All Rightmove companies are registered in England and Wales. Executive Directors and members of the Group
Leadership Team and senior leadership team serve as Directors on subsidiary Boards.
Rightmove Forums
Forums which meet regularly to strengthen governance and to provide two-way channels of communication and engagement
for senior leadership and employees.
Town Halls
Employee meetings, led by senior
leadership, to communicate, inform,
motivate and celebrate.
Board and Employee Engagement
Sessions
Dedicated sessions for the Board’s
Non-Executive Directors and employees
to discuss working at Rightmove.
Greener Group
Employee group that meets to consider
and agree our environmental policy and
strategy.
Read more on page 34
Pension Governance
PODS
Inclusion Groups
Meets to govern pension
arrangements and to hold
pension providers to account.
Meet regularly to discuss
progress on strategic
objectives: Customer,
Customer sentiment,
Consumer, Labs, Mortgages,
Lead to Keys and Breadth.
Read more about our
inclusion groups on
page 50
Communities and
Charities Group
Employee group that
considers and agrees
charitable donations,
sponsorships and matched
fundraising requests.
Read more on page 52
Employees are provided with the tools to play their part in governance at Rightmove.
You can read more about Rightmove’s culture and values in the Social section of the ESG report, starting on page 45
Culture, Values, Induction and Training
Rightmove plc | Annual Report 2023 | 69
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Directors and officers
Directors and officers
Andrew was previously CEO and
Executive Chairman of Shazam. During
his tenure, Shazam became one of the
world’s leading mobile consumer brands.
He was also European Managing Director
of Infospace Inc and the founder and
Managing Director of TDLI.com. Andrew
was a Non-Executive Director of
MoneySupermarket.com Group plc until
May 2020 and Merlin Entertainments plc
until 2019. Andrew is a Trustee of the
Royal Marsden Cancer Charity.
Global President of Hotels.com and
Expedia Affiliate Network brands
between 2013 and 2018, where he grew
revenues to over $3 billion, leading teams
across four continents. Preceding that,
Johan spent eight years with the Expedia
Group in its Asia-Pacific division as a
Managing Director, launching and growing
several of the company’s divisions into
leading regional players.
Johan was previously with McDonald’s
Corporation, where he was Head of the
Digital Innovations Group, successfully
leading major projects based in the US.
Before that, Johan held CEO and leadership
positions in telecommunications and
internet start-ups.
Johan is a Swedish national based in the
UK and holds a MSc in Economics from
the Stockholm School of Economics.
Alison is an Irish national, but has lived in
London since 1994. She has a Masters
in Business Studies from University
College Dublin.
Appointment to the Board:
1 January 2020
Current external commitments:
Non-Executive Director, Senior
Independent Director and Remuneration
Committee Chair of Marks and Spencer plc
Previous roles and relevant skills
and experience:
Andrew has a background in building
digital, media and entrepreneurial
businesses and executing high growth
strategies. He also has experience of
serving on the Boards of a number of listed
companies as a Non-Executive Director.
Appointment to the Board:
20 February 2023
Current external commitments:
None
Previous roles and relevant skills
and experience:
Johan brings extensive knowledge of
growing established online marketplace
and e-commerce businesses and has many
years of experience as a board director of
both public and private technology
companies across multiple countries.
Johan most recently served as a Partner,
EQT Growth Advisory Team, part of EQT
the global investment organisation,
where he was part of investing in and
serving on the boards of several growth
technology companies. Prior to that,
Johan was a member of the Expedia
Group global leadership team, serving as
Appointment to the Board:
7 September 2020
Current external commitments:
Non-Executive Director and Audit
Committee member, Pearson plc
Previous roles and relevant skills
and experience:
Alison was the Chief Strategy Officer at
News UK from 2016 until May 2020, where
she was at the forefront of the business’
digital transformation. Before News UK,
Alison held a number of senior positions
at Sky plc from 2002 – 2016, including
Group Treasurer, Director of Finance and
Deputy Managing Director Sky Business.
Andrew Fisher
Chair N*, C*
Johan Svanstrom
Chief Executive Officer C
Alison Dolan
Chief Financial Officer C
Key to Board Committee membership
A Audit Committee R Remuneration Committee C Corporate Responsibility Committee N Nomination Committee * Committee Chair
70 | Rightmove plc | Annual Report 2023
Andrew Findlay
Independent Non-Executive
Director A*, N, C
Jacqueline de Rojas CBE
Senior Independent Non-Executive
Director A, N, R, C
Kriti Sharma
Independent Non-Executive
Director A, N, C
Appointment to the Board:
1 June 2017
Committee membership:
Audit, Nomination and Corporate
Responsibility
Current external commitments:
Chief Executive Officer of M Group
Services Limited
Previous roles and relevant skills
and experience:
Andrew is a chartered accountant with
broad operational experience, a wealth
of financial expertise, proven commercial
experience and a strong consumer-centric
background. He has a deep knowledge of
financial reporting, audit and risk
management, technological solutions and
consumer platforms.
Appointment to the Board:
30 December 2016
Committee membership:
Audit, Nomination, Remuneration,
Corporate Responsibility
Current external commitments:
Board Member of techUK
Non-Executive Director of FDM Group
(Holdings) plc
Chair Institute of Coding
Previous roles and relevant skills
and experience:
Jacqueline is a recognised technology
leader with many years’ experience in
the software, technology and digital
sectors, working in enterprise software
businesses. She has extensive
knowledge and skills in technology-
based solutions and cyber security.
Appointment to the Board:
25 July 2023
Committee membership:
Audit, Nomination and Corporate
Responsibility
Current external commitments:
Chief Product Officer, LegalTech,
Thomson Reuters
Previous roles and relevant skills
and experience:
Kriti Sharma is an internationally
recognised expert in AI who has a strong
record of building and transforming
successful technology businesses and
products for consumer, B2B and enterprise
companies. She is currently Chief Product
Officer, LegalTech, for Thomson Reuters.
She was formerly the VP of Artificial
Andrew is currently the Chief Executive
Officer of M Group Services Limited, the
leading essential infrastructure services
provider in the UK. He was previously the
Chief Financial Officer of M Group Services
from 2021 and prior to that the Chief
Financial Officer of easyJet plc from 2015
until February 2021. Before joining easyJet,
Andrew was Chief Financial Officer of
Halfords plc and prior to that Director of
Finance, Tax and Treasury at Marks and
Spencer Group plc. He formerly held senior
finance roles with the London Stock
Exchange and Cable & Wireless, in the UK
and US. Andrew qualified as a chartered
accountant with Coopers & Lybrand.
Jacqueline has been employed
throughout her career by global blue-chip
software companies. She has served as a
Non-Executive Director on the boards of
Home Retail Group, AO World plc and
Costain Group plc. Jaqueline currently
has NED responsibility for Employee
Voice at FDM Group plc and for the ESG
agenda at IFS AB. Jacqueline is the Chair
at the Institute of Coding, and President
of Digital Leaders Technology Group.
She is a passionate advocate for diversity
and inclusion in the workplace with a
particular focus on getting women and
girls into digital careers and studying
STEM subjects. She was awarded a CBE
for services to international trade in the
technology industry in 2018.
Intelligence at FTSE 100 software company
Sage Group plc and led a major product
transformation for GfK, a KKR portfolio
company, transforming them from a data
and content provider to a decision
intelligence, SaaS platform business.
Kriti was named in the Forbes 30 Under 30
list in 2017 for advancements in AI and is
a Google Anita Borg Scholar. She was
awarded the Prime Minister’s Points of
Light award for creating ‘AI for Good’, an
initiative pioneering AI techniques to
tackle a range of social challenges. Her
work is frequently featured in global media
such as the Financial Times, Harvard
Business Review, BBC. She was appointed
a United Nations Young Leader in 2018.
Rightmove plc | Annual Report 2023 | 71
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors and officers continued
Previous roles and relevant skills
and experience:
Lorna has extensive experience as a media
analyst and investment adviser to the
media sector with strong financial analysis
and leadership skills. She was Executive
Director of Numis Corporation PLC (now
Deutsche Numis) and Head of the Media
Sector in Corporate Broking & Advisory
until September 2017. She was a founder
of Numis when it launched in 2001 having
worked at Sheppards, as a director of SG
Warburg and executive director of WestLB
Panmure. Lorna previously served on the
Advisory Panel of TechNation’s Future Fifty
programme and as a Cabinet Ambassador
(for Creative Britain) for the Department
of Culture, Media & Sport. She has also
served as a Non-Executive Director of
M&C Saatchi PLC, Euromoney Institutional
Investor PLC and Jupiter UK Growth plc.
Previous roles and relevant skills
and experience:
Amit has a strong understanding of the
online classified sector and innovation
across a range of online marketplace
businesses, with extensive knowledge of
finance and capital markets. He was Head of
International Developed Equities at Harvard
Management Company and prior to that
Head of Equities at the Lakshmi Mittal Family
Office. He previously held senior investment
management roles at Morgan Stanley & Co
International plc, Ziff Brothers Investments
and KKR & Co. Amit has an MBA with
Distinction from Harvard Business School
and a Bachelor’s degree in Economics with
Honours from Harvard College.
Carolyn is a Fellow of the Chartered
Governance Institute UK and Ireland and
has a BA (Hons) in Politics and History
from Coventry University. Carolyn is a
Trustee of the charity Caudwell Youth.
Appointment to the Board:
01 February 2018
Committee membership:
Remuneration (Chair), Nomination,
Corporate Responsibility
Current external commitments:
Non-Executive Director of Proven VCT plc
Non-Executive Director of Finsbury Growth
& Income Trust PLC
Non-Executive Director of Premier
Foods plc
Appointment to the Board:
01 June 2019
Committee membership:
Nomination, Remuneration, Corporate
Responsibility
Current external commitments:
Managing Director of Vitruvian
Partners LLP
Appointment to the Board:
28 September 2022
Previous roles and relevant skills
and experience:
Carolyn was Deputy Company Secretary
at Superdry plc from December 2018 to
September 2022 and Company Secretary
(SPV) at G4S plc from October 2015 to
December 2018. Carolyn has broad
commercial experience as a company
secretary, spanning the voluntary sector,
financial services, utilities and retail.
Lorna Tilbian
Independent Non-Executive
Director N, R*, C
Amit Tiwari
Independent Non-Executive
Director N, R, C
Carolyn Pollard
Company Secretary
Key to Board Committee membership
A Audit Committee R Remuneration Committee C Corporate Responsibility Committee N Nomination Committee * Committee Chair
72 | Rightmove plc | Annual Report 2023
Board and Committee attendance
Board changes during 2023
The Board continues to demonstrate individual and
collective commitment to Rightmove by devoting sufficient
time to their duties, including time spent preparing for and
attending scheduled Board and Committee meetings,
strategy and investor events and additional ad-hoc
meetings, Board calls and stakeholder engagement
activities. In addition to the below meetings, the Chair
conducts meetings with the NEDs without the Executive
Directors being present and Jacqueline de Rojas, the SID,
chaired a meeting of the NEDs in December 2023, at which
the performance of the Chair was reviewed, without him
being present.
Executive Director Peter Brooks-Johnson stepped
down from the Board on 6 March 2023 and Independent
Non-Executive Director Rakhi Goss-Custard stepped down
following the AGM on 5 May 2023. Johan Svanstrom was
appointed as an Executive Director on 28 February 2023
and Kriti Sharma was appointed as an Independent Non-
Executive Director on 25 July 2023.
Peter Brooks-Johnson, Executive Director
10 January 2011/6 March 2023
Date of Board
appointment/resignation
Independent
Alison Dolan, Executive Director
Andrew Findlay, Non-Executive Director
Andrew Fisher1, Non-Executive Chair
Rakhi Goss-Custard2, Non-Executive Director
Jacqueline de Rojas, Non-Executive Director
Kriti Sharma, Non-Executive Director
Johan Svanstrom, Executive Director
Lorna Tilbian, Non-Executive Director
Amit Tiwari, Non-Executive Director
7 September 2020
1 June 2017
1 January 2020
28 July 2014/5 May 2023
30 December 2016
25 July 2023
20 February 2023
1 February 2018
1 July 2019
√
√
√
√
√
√
(1) Considered independent on appointment.
(2) Rakhi Goss-Custard could not attend the February 2023 Board meeting due to a prior commitment.
Rakhi passed her approvals and any comments in relation to the Board papers to the Chair in advance of the meeting.
Total Meetings
Peter Brooks-Johnson(1)
Alison Dolan
Andrew Findlay
Andrew Fisher
Rakhi Goss-Custard(2)
Jacqueline de Rojas
Kriti Sharma(3)
Johan Svanstrom
Lorna Tilbian
Amit Tiwari
Board
Remuneration
Audit
Nomination
Corporate
Responsibility
7
1/1
7/7
7/7
7/7
1/2
7/7
4/4
7/7
7/7
7/7
6
–
–
–
–
2/3
6/6
–
–
6/6
3/3
5
–
–
5/5
–
–
5/5
2/2
–
–
3/3
3
–
–
3/3
3/3
0/1
3/3
2/2
–
3/3
3/3
2
1/1
2/2
2/2
2/2
0/1
2/2
1/1
2/2
2/2
2/2
(1) Peter Brooks-Johnson stepped down from the Board on 6 March 2023.
(2) Rakhi Goss-Custard did not attend the meeting on 28 February 2023 due to a prior commitment and she stepped down from the Board on 5 May 2023.
(3) Kriti Sharma has attended all meetings since being appointed as a Non-Executive Director on 25 July 2023.
Rightmove plc | Annual Report 2023 | 73
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Corporate governance report continued
Board activities in 2023
Standing agenda items at each scheduled meeting are: Governance; Board Committee reports from the chair of each
committee; CEO report; Finance and Investor Relations reports; strategic or business area ‘deep dives’/presentations.
Risk and Principal Risks and Uncertainties are reviewed every six months. A cyber security review is performed by the
Audit Committee annually. ESG is reviewed every six months by the Corporate Responsibility Committee.
Our six stakeholder groups
Our six stakeholder groups are set out below and you can read more about how we obtain feedback from them in our
Section 172 Statement on page 23.
Shareholders
Customers
Consumers
Employees
Business partners
Communities and
environment
The table below shows how our stakeholder groups have been considered in Board decision making.
Month in 2023
Stakeholder focus
January
February
March
April
Board activity
On the agenda
Other events
No scheduled
Board meetings
in January
Full-year
Results
People
Traffic
Deep dives
Risk
• Annual Financial Report 2022
• Final Dividend
• Viability statement
•
Fair, Balanced and Understandable
statement
• Risk review
• People updates (Have Your Say results)
• Traffic deep dive
• Product Development deep dive
• Tax Strategy review
• Gender Pay Gap report
• Modern Slavery Act Statement
• Payment Practices Report (2022)
• Executive session (NEDs only)
Investor consultation on
Remuneration Policy (led by
the Remuneration Committee)
Appointment of new
Executive Director, Johan
Svanstrom
Annual report committee
reports reviewed and
approved by each committee
Annual Report
Approval of the final Annual Financial
Report 2022 (by Board committee)
Publication of Annual
Financial Report 2022 and
Notice of AGM 2023
Appointment of new CEO,
Johan Svanstrom
No scheduled
Board meetings
in April
74 | Rightmove plc | Annual Report 2023
Month in 2023
Stakeholder focus
May
Board activity
On the agenda
Other events
AGM
Deep dive
AGM briefing (NEDs only)
Business area update - Tenant Services
AGM
NED Customer meetings
June
July
August
September
October
November
December
Off-site two-day strategy event with Board
and senior leadership
AI workshop
Brand strategy
NED Customer meetings
Risk review
Half-year financial results
Interim dividend
Share Buyback programme
Cyber Insurance
Payment Practices report (to June 2023)
Half-year results published
Appointment of new
Non-Executive Director Kriti
Sharma
NED Customer meetings
Strategy
AI
Brand
Risk
Half-year
Results
No scheduled
Board meetings
in August
People
Diversity
ESG
AI
Deep dive
Employee engagement sessions
Have Your Say employee survey results
ESG strategy review
Artificial Intelligence discovery update
Business area update – Products and Pricing
for New Homes
No scheduled
Board meetings
in October
Business plan
2024
Investor Day
Deep dive
Insurance
Business plan presentations
Insurance renewal
Investor Day plans
Business area update – Commercial
Executive session (NEDs only)
Governance
and
Performance
Cyber security
review
Cyber security review
Legal and corporate governance update
Annual review of governance, policies and
procedures
Annual Board, Committee and Chair
performance review and objective setting
Approval of new Board
Diversity, Equity and
Inclusion Policy
NED Customer meetings
Board update call
Investor Day on
27 November
Cyber security is reviewed by
the Audit Committee
Rightmove plc | Annual Report 2023 | 75
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Corporate governance report continued
In addition to scheduled Board meetings, Board members
attend update calls to consider and discuss matters as and
when necessary. Ongoing, less formal communication also
takes place outside of Board meetings between the Chair
and the Executive Directors and Group Leadership Team,
and between the Non-Executive Directors. NED-only
sessions take place at the end of Board meetings on a
regular basis.
To read more about the activities of the Board’s four
committees, please turn to:
Corporate Responsibility – page 91
Nomination – page 86
Audit – page 79
Remuneration – page 94
Investor Relations activity in 2023
One-to-one meetings with investors take place throughout
the year on request.
March 2023
May 2023
April 2023
Full-year results
presentation
Full-year results
roadshow
UK investor
conference
Annual General
Meeting
UK investor
conference
June 2023
July 2023
September 2023
UK investor
conferences
October 2023
US investor
meetings
Half-year results
presentation
Half-year results
roadshow
November 2023
Investor Day
December 2023
US investor
roadshow
How the Board assesses and monitors culture
Rightmove’s open, supportive and innovative culture is
described in more detail in the ESG Report. Executive
Directors lead by example in maintaining a collegiate
culture with an open plan office environment, hybrid working
and a strong emphasis on well-being. Regular Town Hall
all-employee webinars provide employees with business
updates, led by the CEO and senior leadership. All Directors
engage with employees, through a variety of channels, as set
out in our S172 Statement and in the Social section of the
ESG report. The Board also reviews and discusses the
results of the bi-annual ‘Have Your Say’ employee survey
with the Executive Directors and Director of People, with a
percentage of the Executive Directors’ variable bonus
directly dependent on the survey results – more information
on this can be found in the Directors’ Remuneration Report
76 | Rightmove plc | Annual Report 2023
on page 96. Non-Executive Directors also hold employee
engagement sessions – see below for further details.
Employee engagement
In response to the Code requirement, the Board has
developed a bespoke approach to employee engagement,
with all Non-Executive Directors engaging face-to-face with
employees at Rightmove in conversational sessions during
the year. Further details can be found in the Social section of
the ESG report.
Whistleblowing
The Company reviewed and approved its Whistleblowing
Policy, arrangements and procedures in November 2023.
An independently operated whistleblowing line is in place and
is available for and communicated to all employees, who can
report their concerns anonymously if they wish. Reports can
be made by email or telephone or to the Company Secretary
in person. During 2023, four whistleblowing line reports were
made by users of the Rightmove property portal, all related
to customer services or data quality matters, and all were
quickly resolved by our customer services and data quality
teams. No whistleblowing line reports were made by
Rightmove employees during 2023.
Board diversity, composition and balance
Board Diversity
The Board has approved a Board Diversity, Equity and
Inclusion Policy and is committed to diversity, equity, and
inclusion. Rightmove plc’s Board believes that diversity,
equity, and inclusion are fundamental to the Company’s
long-term success and that greater diversity delivers
competitive advantages.
A diverse and inclusive Board, comprising Directors with
a range of skills, knowledge, experiences, backgrounds,
genders, ages, ethnicities, and other protected and non-
protected characteristics and who possess different
perspectives, insights and viewpoints promotes good
decision making and delivers commercial advantages in the
long term. Board and Board committee appointments are
made on merit against a set of objective criteria in the
context of the skills, experience, independence, knowledge
and diversity that the Board requires to be effective. This
Policy should be read alongside Rightmove’s Equality Policy
and Code of Conduct.
Rightmove supports the FTSE Women Leaders Review. As at
the date of this report, 50% of the Rightmove Board and 50%
of the Executive Directors are female. There is also a strong
female presence in our senior leadership teams. Further
details on Diversity at Rightmove can be found in the Social
section of this annual report.
As at the date of this report, 37.5% of the Board were from
ethnically diverse backgrounds, exceeding the Parker Review
target that Rightmove supports and voluntarily reports on.
We can also report that at the date of this report, in line with
Listing Rule 9.8.6R(9), Rightmove has over-achieved the
following Board diversity targets:
•
50% of the individuals on the Board of Directors are
women (Listing Rule target is 40%)
•
•
Two senior positions are held by women (Chief Financial
Officer is Alison Dolan and Senior Independent Director
is Jacqueline de Rojas) (Listing Rule target is one
senior position)
Three individuals on the Board are from a minority ethnic
background (Listing Rule target is one individual).
For full details please refer to the gender and ethnicity reporting tables below.
Gender identity reporting table
Men
Women
Not specified/prefer not to say
Ethnic background reporting table
White British or other White (including minority
white groups)
Mixed/Multiple Ethnic Groups
Asian/Asian British
Black/African/Caribbean/Black British
Other ethnic group including Arab
Not specified/prefer not to say
Number of
senior positions
on the Board
(CEO, CFO,
SID and Chair)
Percentage
of the Board
Number
of Board
members
Number in
executive
management*
Percentage
of executive
management*
4
4
–
5
1
2
–
–
–
50%
50%
–
62.5%
12.5%
25%
–
–
–
2
2
–
–
–
–
–
–
–
3
3
–
4
–
1
–
1
–
50%
50%
–
67%
–
16.5%
–
16.5%
–
* Under Listing Rule 9, executive management is defined as the executive committee or most senior executive or managerial body below the Board (or where there is no
such formal committee or body, the most senior level of managers reporting to the chief executive), including the company secretary but excluding administrative and
support staff.
Rightmove plc | Annual Report 2023 | 77
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Board tenure
Board gender
Board composition
1
2
1
4
4
4
2
1
5
Board age
Board skills & experience
60+
50-
59
40-
49
e
g
n
a
r
e
g
A
0
1
2
3
4
No. of Directors
Executive
Non-Executive
4
4
7
5
2
5
Finance &
governance
Voice of the
customer/
property market
Technology
& innovation
Digital
marketing &
online media
Voice of the
consumer & retail
Corporate
transactions
Governance | Corporate governance report continued
Board composition and the balance of skills and experience
Board tenure
Board gender
0-3
3-6
years
years
6-9
years
9+
years
Female
Male
Executive
Chair Non-Executive
Directors
Directors
Board composition
Board skills and experience
2
4
2
4
4
0-3 years
3-6 years
6-9 years
Female
Male
2
1
Chair
Executive
Directors
Board age (No. of Directors)
5
4
2
5
5
7
4
Non-Executive
Directors
Finance and
governance
Voice of the
customer/
property market
Voice of the
consumer
and retail
Digital
marketing and
online media
Technology
and innovation
Corporate
transactions
e
g
n
a
r
e
g
A
60+
50-59
40-49
30-39
2
2
2
2
Executive
Non-Executive
Corporation tax
Employment taxes
Business rates
Stamp duty and other
Board independence, external appointments and
performance review
More than half of the Rightmove plc Board are independent
Non-Executive Directors (excluding the Chair) as identified in
the Board biographies starting on page 70. Please turn to the
Nomination Committee report on page 86 for full details of
how Board members’ external appointments are managed
and the results of this year’s Board performance review.
How conflicts of interest are managed
Under the Companies Act 2006 (the Act), the Directors have
a statutory duty to avoid situations in which they have, or
could have, a direct or indirect conflict with the interests of
the Company. The Company’s Articles of Association
contain provisions for managing and authorising potential
conflicts of interest. The Board has a Conflicts of Interest
Policy in place and continues to observe the policy and to
review the Register of Directors’ Interests at least annually.
Any external appointments must be approved by the Board
before they can be accepted.
To safeguard their independence, a Director is not entitled to
vote on any matter in which they may be conflicted or have a
personal interest. If necessary, Directors are required to absent
themselves from a meeting of the Board while such matters
are being discussed and, if there is any doubt, the Chair of the
Board is responsible for determining whether a conflict of
interest exists. No such conflicts of interest arose in 2023.
The interests of the Directors in the share capital of the
Company as at the date of this report, the Directors’ total
remuneration for the year and details of their service
contracts and Letters of Appointment are set out in the
Directors’ Remuneration Report. As at the date of this
report, the Directors were deemed to have a non-beneficial
interest in 999,627 ordinary shares held by The Rightmove
Employees Share Trust.
78 | Rightmove plc | Annual Report 2023
Governance | Audit Committee report
Audit Committee report summary
Committee’s remit
Andrew Findlay
Chair of
the Audit
Committee
The Committee is an essential part of Rightmove’s governance
framework, to which the Board has delegated oversight of the
accounting, financial reporting and internal control processes,
the outsourced internal audit function and the review of the
effectiveness and quality of the external auditor.
Committee meetings and attendance
For full details please refer to the Corporate Governance report on
page 73.
2023 Activities
The Committee met five times
during 2023 and its key activities
were to:
• assess the integrity of the
Group’s half-year report and
annual financial statements,
considering the application
of financial reporting and
governance standards and
management’s approach to any
key judgmental areas of reporting
and the related comments of the
external auditor
• confirm that the Annual Report
is as a whole fair, balanced and
understandable
• review and approve the year-to-
date trading statement issued on
27 November
• review the effectiveness of
Rightmove’s internal control
processes
2024 Priorities
• continued focus on key risk
areas such as compliance, cyber
and data security
• review of internal audit reviews:
including business continuity/
crisis management, new supplier
due diligence procedures,
Committee members and auditor
• assess management’s
implementation plan for the new
billing system
• review the updated cyber
response plan and develop a
third-party supplier framework
• input into transition plans to bring
internal audit inhouse in 2024,
including the selection of the new
Head of Internal Audit and the
overlap with PwC
• agree the scope and terms
of reference for the reviews
undertaken by Internal Audit
and to review progress on
internal actions and assess
the conclusions and
recommendations of
Internal Audit
• evaluate the effectiveness of the
external auditor and the Internal
Audit function, and
• review and challenge the Internal
Audit plan for 2024.
ISO 27001 controls and the
implementation of phase 2 of
the new finance ERP system, as
well as monitoring the transition
from an outsourced internal
audit function to the new
internal audit team.
The Committee members are independent Non-Executive
Directors and comprise:
Dear Shareholder
As Chair of the Audit Committee (the Committee), I am
pleased to present the Committee’s report for the year
ended 31 December 2023. In this report we aim to provide an
overview of the principal activities of the Committee during
the year and an update on the key areas of review as the
Committee discharged its responsibilities.
The Committee’s key responsibilities are set out in the
Corporate Governance Report on page 69.
The Committee has overseen a detailed programme of work
during 2023, including agreeing the scope, and reviewing the
results, of the work delivered by the outsourced internal
audit function provided by PwC. This year, PwC reported on
GDPR compliance; readiness for the new corporate reforms;
compliance with the FCA regime of the subsidiary Rightmove
Financial Services; and the design and planning for the
implementation of the second phase of the new ERP. The
Committee also reviewed the results of the work delivered
by Telstra – a third-party cyber specialist – on ISO 27001 gap
analysis. A further key area of focus for the Committee
during the year was the monitoring of the plan for the
transition to an inhouse internal audit function in 2024.
The Committee, as part of its annual governance cycle, also
reviewed the Group’s Treasury, Bribery and Whistleblowing
policies, the Gifts and Hospitality Register, and the Non-
Audit Services Policy.
Looking forward to the next 12 months, the Committee will
continue to focus on key risk areas such as cyber security and
regulatory compliance, and to support the Company’s overall
risk management framework. The implementation of the
billing functionality within the ERP system will also be a key
priority for the Committee during 2024, as will the successful
set up of the new inhouse internal audit function.
In addition to its annual performance evaluation, the
Committee carried out a review of its terms of reference in
relation to the 2018 UK Corporate Governance Code. These
are published on the Investor Relations section of the
Group’s website at plc.rightmove.co.uk and are available in
hard copy from the Company Secretary.
I will be available at the AGM to answer any questions about
the work of the Committee.
Jacqueline de Rojas
Amit Tiwari
(stepped down
25 July 2023)
Kriti Sharma
(appointed
25 July 2023)
The Group’s external auditor is EY LLP. PwC LLP provided internal
audit services during 2023.
Rightmove plc | Annual Report 2023 | 79
Andrew Findlay
Chair of the Audit Committee
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Audit Committee report continued
Audit Committee membership, meetings
and effectiveness
Audit Committee membership
All the members of the Audit Committee are Independent
Non-Executive Directors in accordance with provision 24 of
the UK Corporate Governance Code (the Code). The Board
has determined that Andrew Findlay, as the Committee
Chair, has the recent and relevant financial experience
required by the Code, given his several executive finance
roles, which include his previous roles as Chief Financial
Officer at a variety of businesses, as well as his current role
as Chief Executive Officer at M Group Services. Andrew is
also a chartered accountant with the Institute of Chartered
Accountants in England and Wales. In line with the Code, the
Committee possesses experience relevant to the business,
through the digital, consumer and financial experience of
Andrew Findlay, the technology background of Jacqueline de
Rojas, the deep financial and capital markets expertise of
Amit Tiwari and the Artificial Intelligence expertise of Kriti
Sharma. As Amit Tiwari had joined the Remuneration
Committee in May 2023, he stepped down from the Audit
Committee on 25 July 2023 when Kriti Sharma was appointed.
Biographies of the members of the Committee and the
committee meetings and attendance of the members are
set out in the Corporate Governance Report.
Audit Committee meetings
Regular attendees at Audit Committee meetings include
the Chair, CEO and CFO as well as the external and internal
auditors. The Committee also invited appropriate members
of the management team to meetings as necessary, to
maintain effective communication between all relevant
parties. The Committee periodically set time aside to meet
privately with the external and internal auditors and seek
their views without the presence of management. The
auditors had direct access to the Chair to raise any concerns
outside formal Committee meetings and, in between
meetings, the Chair maintained contact with the Chief
Financial Officer, external audit partner, PwC internal audit
manager and other members of the management team.
After each meeting, the Chair reported to the Board on
the main issues discussed by the Committee and minutes
of the Committee meetings were circulated to the Board
once approved.
Audit Committee effectiveness
The effectiveness of the operation of the Committee was
reviewed in December 2023 as part of the internal Board
and Committee performance review. The feedback on the
Committee was unanimously positive and affirmed that
the Committee is effective and provides appropriate
challenge. For full details see page 90 of the corporate
governance report.
80 | Rightmove plc | Annual Report 2023
Financial reporting
Annual and half-year reports
The Committee is responsible for reviewing the
appropriateness of the Group’s half-year report and annual
financial statements. The Committee has considered, among
other things, the accounting policies and practices adopted
by the Group; the correct application of reporting standards
and compliance with broader governance requirements,
including the reporting for climate-based financial disclosures
(TCFD); the use of Alternative Performance Measures; the
approach taken by management to any key judgmental areas
of reporting; the comments of the external auditor on
management’s chosen approach; and the information,
underlying assumptions and stress-test analysis presented in
support of the Going Concern status and Viability Statement.
Significant accounting matters
The key significant accounting matter is revenue recognition.
The Committee considers this area to be significant given the
volume of transactions and the fact that revenue is the most
material figure in the income statement. The Committee
discussed revenue recognition in detail, including the underlying
policies, processes and controls, to ensure that the approach
taken to accounting and disclosure remains appropriate.
Revenue recognition
Revenue is a prime area of audit focus, particularly the timing
of recognition in relation to the billing of subscription fees,
additional products and the accounting for any material
membership offers to customers.
As more fully described in Note 1 to the accounts, most of the
Group’s revenue is derived from membership subscriptions
for core listing fees and advertising products on Rightmove’s
platforms. Customers can tailor their packages. The Group
recognises this revenue over the period of the contract or
the point at which advertising products are used.
During the year, management performed data analytics
procedures on the amounts billed to the two largest
customer groups (Agency and New Homes). This included
investigating anomalies such as billing gaps and single bills
raised and reporting to the Committee in this regard. The
Committee discussed any anomalies with management
in relation to the data analytics work performed. The
Committee was satisfied with the explanations provided and
conclusions reached.
As part of the financial statement audit, EY performs data
analytics work, using computer-assisted audit techniques
to identify any unexpected or unusual revenue postings,
particularly considering whether the opposite side of the
journal entry was as expected, based on the characteristics
of the journal. The results of this work were satisfactory and
were reported to the Committee.
Going concern and viability
The Committee also reviewed and considered Going
Concern and Viability statements in relation to the 2023
financial statements.
Going concern and viability statements
In assessing the validity of the Viability and Going Concern
statements detailed on pages 64 and 65, the Committee
reviewed the work undertaken by management to assess
the Group’s resilience to the Principal Risks set out on pages
60 to 63 under various stress test scenarios, including a
reverse stress test: the scenarios modelled were severe but
plausible and did not call into question the viability of the
business. The Committee concluded that the viability time-
period of three years remained appropriate.
The Committee were satisfied that sufficient rigour was built
into the process to assess going concern and viability over
the designated periods.
Fair balanced and understandable
One of the key governance requirements is for the Annual
Report and the Financial Statements, taken as a whole, to
be fair, balanced and understandable, and to provide the
information necessary for stakeholders to assess the Group’s
position and performance, business model and strategy.
The Committee was provided with an early draft of the
Annual Report in order to assess the strategic direction and
key messages being communicated. Feedback was provided
by the Committee in advance of the February 2024 Board
meeting, highlighting any areas where the Committee
believed further clarity was required. The draft report was
then amended to incorporate this feedback prior to being
tabled at the Board meeting for final comment and approval.
To help the Committee in forming its opinion, management
presented a fair, balanced and understandable paper to the
February 2024 Audit Committee, which identified the key
themes in the Annual Report and assessed whether each of
the governance requirements were met.
When forming its opinion, the Committee reflected on the
information it had received and its discussions throughout
the year. It considered the key messages for 2023 and
whether these are appropriately and consistently disclosed
throughout the Annual Report, with equal prominence of
front half reporting and financial statements; with no bias or
omissions; and with clear language within a structured
framework. In particular, the Committee considered:
•
•
•
•
•
•
•
•
•
•
Is the report fair?
•
Is the whole story presented and has any sensitive material
been omitted that should have been included?
Are key messages in the narrative aligned with the KPIs and
are they reflected in the financial reporting?
Are the KPIs being reported consistently from year to year?
Is the reporting on the business areas in the narrative
reporting consistent with the financial reporting in the
financial statements?
Is the report balanced?
•
Do you get the same messages when reading the front end
and back end of the Annual Report independently?
Are threats identified and appropriately highlighted?
Are the alternative performance measures explained
clearly with appropriate prominence?
Are the key judgements referred to in the narrative
reporting and significant issues reported in this Committee
Report consistent with disclosures of key estimation
uncertainties and critical judgements set out in the
financial statements?
How do these judgements compare with the risks that EY
are planning to include in their Auditor Report?
Is the report understandable?
•
Is there a clear and cohesive framework for the
Annual Report?
Are the important messages highlighted appropriately
throughout the Annual Report?
Is the Annual Report written in easily understandable
language and are the key messages clearly drawn out?
Is the Annual Report free of unnecessary clutter?
Conclusion
Following its review, the Committee is of the opinion that the
2023 Annual Report, taken as a whole, is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Group’s position, performance,
business model and strategy.
Rightmove plc | Annual Report 2023 | 81
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Audit Committee report continued
External Audit
Tenure and terms of engagement
The Committee has primary responsibility for overseeing the
quality and effectiveness of the external auditor, Ernst &
Young LLP (EY), who is engaged to conduct a statutory audit
and express an opinion on the financial statements. The
Committee reviews the scope of EY’s audit, which includes
the review and testing of the systems of internal financial
control used to produce the information contained in the
financial statements.
The Committee approves the terms of engagement and
fees of the external auditor, ensuring it has appropriate
audit plans in place and that an appropriate relationship is
maintained between the Group and the external auditor.
The Committee approved the audit fees of £400,000 and
non-audit fees of £40,000 for the year, as set out in Note 5
of the financial statements.
EY was appointed as auditor of the Group at the 2022 AGM,
following a formal tender process. They were reappointed at
the May 2023 AGM. The external audit engagement partner
is Anup Sodhi, who has held office since May 2022.
Independence and non-audit services
The Board has policies in place in relation to the provision of
non-audit services by the external auditor, and the non-audit
fee policy was reviewed by the Committee during the year.
The non-audit fee policy ensures that the Group benefits in
a cost-effective manner from the cumulative knowledge
and experience of its auditor, while also ensuring that the
auditor maintains the necessary degree of independence
and objectivity.
Non-audit services policy
•
Permitted non-audit services relate to Assurance-related
services directly related to the audit – for example, the
review of the half-year Financial Statements – and to
Permitted non-audit services; including, but not limited to,
accounting advice, work related to mergers, acquisitions,
disposals, joint ventures or circulars, sustainability audits
and reports required by regulators.
The half-year Review, an assurance-related non-audit
service, is approved as part of the Audit Committee
approval of the external audit plan, which takes place in
May of each year. Management is authorised to incur
additional fees for permitted non-audit services of up to
£15,000 in any financial year, without any prior approval
from the Committee.
Thereafter, all additional fees are to be referred to the
Audit Committee in advance, subject to the cap of 70%
of the fees paid for the audit in the last three consecutive
financial years.
•
•
82 | Rightmove plc | Annual Report 2023
Prohibited services policy
•
In line with the FRC ethical standards, these are services
where the auditor’s objectivity and independence may
be compromised. Prohibited services are detailed in the
FRC Revised Ethical Standards 2019 and include tax
services, accounting services, internal audit services
and valuation services.
The level of non-audit fees as a proportion of the audit fee
has typically been low at Rightmove. During the year,
EY charged the Group £40,000 for non-audit services,
representing 10% of the 2023 audit fee. Further details
of these services can be found in Note 5 to the financial
statements.
External auditor effectiveness
The Committee places great importance on ensuring that
the external audit is both of high quality and effective. The
Committee considered the quality and effectiveness of the
external audit process in line with the FRC’s Practice Aid for
Audit Committees (updated 2019). The effectiveness of
the external audit process is dependent on several factors,
including the quality, continuity, experience and training of
audit personnel; understanding of the business model,
strategy and risks; technical knowledge and degree of rigour
applied in the review processes of the work undertaken;
communication of key accounting and audit judgements;
together with appropriate audit risk identification at the
start of the audit cycle.
The Committee also met with EY at various stages during
the 2023 audit process, several times without management
present, to discuss its remit and any issues arising from its
work as the auditor.
The Committee reviewed its evaluation of the effectiveness
of the external audit process with reference to the FRC’s
Minimum Standard issued in May 2023, which consolidated
guidance to Audit Committees in relation to oversight of the
external auditor. Audit Quality Indicators (AQIs) continued to
be used in a questionnaire to gather views and comments
from the Committee members and a targeted group of
management who have regular interactions with the external
auditor. Areas considered in the review included the quality of
the audit planning and leadership; the use of technology;
communication and reporting with the Committee and
management; and technical capability and experience of
the audit team. For the 2023 financial year, the Committee
was satisfied that there had been appropriate focus and
challenge on the primary areas of audit risk and concluded
that the performance of EY remained efficient and effective.
External auditor independence and objectivity
The Committee considered the safeguards in place to
protect the external auditor’s independence. EY reported to
the Committee that it had considered its independence in
relation to the audit and confirmed to the Committee that it
complies with UK regulatory and professional requirements
and that its objectivity is not compromised. The Committee
took this into account when considering the external
auditor’s independence and concluded that EY remained
independent and objective in relation to the audit.
Statement of Compliance with the Competition and
Markets Authority (CMA) Order
The Group confirms that it has complied with The Statutory
Audit Services for Large Companies Market Investigation
(Mandatory Use of Competitive Processes and Audit
Committee Responsibilities) Order 2014 (Article 7.1),
including with respect to the Committee’s responsibilities
for agreeing the audit scope and fees and authorising
non-audit services.
Internal Audit
The Group’s Internal Audit function continued to be
outsourced to PwC during 2023: their aim being to provide
independent and objective assurance on the adequacy and
effectiveness of internal control, risk management and
governance processes. This includes assurance that
underlying financial controls and processes are working
effectively, as well as specialist operational and compliance
reviews that focus on emerging risks in new and evolving
areas of the business.
During the year, the decision was taken to bring the internal
audit function inhouse and a new internal audit function will
be set up in March 2024. This decision reflects the evolution
of the Group as a whole, the increasing complexity of the
environment within which it operates and the desire to
ensure an appropriate level of continuity in the ownership
and monitoring of risks and controls by senior management
throughout the year. This will strengthen the second line of
defence in the risk management model on page 58.
Activities during the year
The internal audit plan for 2023 was approved in advance by
the Audit Committee and covered a broad range of core
financial and operational processes and controls, focusing
on specific risk areas. Specialist reviews were undertaken in
the following areas:
• GDPR Compliance
• FCA Compliance of Rightmove Financial Services
• Readiness for corporate reform changes
• Planning and design of controls for the new billing system
The Committee reviewed the reports provided by PwC that
set out the principal findings of their reviews and agreed
management actions. The Committee also reviewed open
actions from previous reviews and monitored management’s
progress in completing these actions.
In addition, the Committee reviewed the separate report
prepared by Telstra regarding cyber security, specifically in
relation to ISO 27001 gap analysis.
Approach to developing the 2024 internal audit plan
PwC, as the outsourced internal auditor, completed their
annual detailed review and update of the audit universe at
the end of 2023. The audit universe highlights the various
functional areas within Rightmove, the associated key
process areas, related principal or emerging risks and areas
in which internal audit work has been carried out already.
From this review and discussions with management PwC
recommended their view on the key areas of internal audit
focus for 2024 to the Audit Committee.
The internal audit plan for 2024 is in line with prior years, in
that it includes a combination of traditional internal audit
and compliance reviews – primarily with a financial control or
regulatory focus which includes supplier due diligence and
business continuity and crisis management in 2024 – as well
as reviews with more of an advisory focus. The 2024 internal
audit plan also includes some elements of outsourced
assurance activities for areas of increased specialism such
as cyber security and FRC compliance, to supplement the
work of the new inhouse internal audit team. PwC will hand
over the plan to the new Head of Internal Audit during the
first half of 2024 and assist with the transition to an inhouse
audit function.
Effectiveness of the internal audit process
The work of internal audit provides a key source of additional
assurance and support to management and the Audit
Committee regarding the effectiveness of internal controls,
as well as providing guidance and recommendations to
further enhance the internal control environment and
specialist insight into areas of change in the business.
At the end of the year, the Audit Committee undertook a
review of the effectiveness of PwC as the outsourced internal
audit function during 2023. The evaluation was led by the
Committee Chair and involved issuing tailored evaluation
questionnaires which were completed by Rightmove
management, EY, and the Committee. The evaluation
concluded that the function had a sound appreciation of the
key issues facing the business, was realistic and robust with
audit suggestions and added value to the business.
Rightmove plc | Annual Report 2023 | 83
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Audit Committee report continued
Risk management
During the year, the Group further developed its cyber attack
response and its third-party supplier due diligence
framework. These were both assessed by the Audit
Committee as it considered the nature and extent of the
Group’s risk management framework. The Audit Committee
reviewed the work undertaken by the Risk Committee and
the Board to assess the Group’s principal risks and
uncertainties, which included an assessment of each risk and
the related response, and progress made against any
actions. Further details on the Group’s approach to risk
management are set out in the risk management section of
the Strategic Report.
Internal controls
The Board has overall responsibility for the Group’s system
of internal controls and has established a framework of
financial and other controls which is periodically reviewed for
effectiveness in accordance with the FRC Guidance on Risk
Management, Internal Control and Related Financial and
Business Reporting (which integrates and replaces earlier
FRC guidance and the Turnbull Guidance).
The Board has taken, and will continue to take, appropriate
measures to ensure that the risk of financial irregularities
occurring is reduced as far as reasonably possible by
improving the quality of information at all levels in the Group.
Any system of internal control is designed to manage rather
than eliminate the risk of failure to achieve business
objectives and can only provide reasonable, and not
absolute, assurance against material misstatement or loss.
The Group’s management has established the procedures
necessary to ensure that there is an ongoing process for
identifying, evaluating and managing the principal risks to
the Group. These procedures are reviewed regularly and
have been in place for the whole of the financial year ended
31 December 2023, and up to the date of the approval of
these financial statements.
Rightmove’s internal audit function (fully outsourced to PwC
during 2023) provides the Group with additional independent
assurance on the effectiveness of internal controls.
The key elements of the system of internal control are:
•
Major commercial, strategic, competitive, financial and
regulatory risks being formally identified, quantified and
assessed by senior management, after which they are
considered by the Board
A comprehensive system of planning, budgeting and
monitoring of Group results. This includes monthly
management reporting and monitoring of performance
against both budgets and forecasts, with explanations for
all significant variances
•
84 | Rightmove plc | Annual Report 2023
•
•
•
•
•
•
•
•
•
•
•
An organisational structure with clearly defined lines of
responsibility and delegation of authority, and an embedded
culture of openness where business decisions and their
associated risks and benefits are discussed and challenged
Clearly defined policies for capital expenditure and
investment exist, including appropriate authorisation
levels, with larger capital projects, acquisitions and
disposals requiring Board approval
Ongoing management of cash flow forecasts and cash on
deposit and, where appropriate, monitoring of compliance
with banking agreements
A Compliance Framework to support the Group’s FCA-
regulated subsidiaries in meeting regulatory requirements;
A Data Protection Framework to ensure the Group is
meeting the requirements of the GDPR and Data
Protection Act 2018;
A Cyber Security plan which identifies and categorises
cyber security threats and controls, which are regularly
reviewed by the Board and Audit Committee;
A Legal and Compliance function which has responsibility to
oversee legal, compliance, risk and data protection matters;
An Anti-Bribery Policy outlining the Group’s position on
preventing and prohibiting bribery;
A Financial Crime Policy, outlining the Group’s position on
the prevention of financial crime;
A Whistleblowing Policy to encourage employees and
others who have serious concerns about any aspect of
the Group’s conduct to come forward and voice those
concerns; and
A comprehensive disaster recovery and business
continuity plan based upon:
– co-hosting of the Rightmove.co.uk website across three
separate locations, which is regularly tested and reviewed
– the ability of the business to maintain business-critical
activities in the event of an incident
– the capability for employees to work remotely in the
event of a loss of one of our premises, which is regularly
tested through planned office closures
– regular testing of the security of the IT systems and
platforms, regular backups of key data and ongoing threat
monitoring to protect against the risk of cyber-attack.
Through the procedures outlined above, the Board, with
advice from the Audit Committee, has considered all
significant aspects of internal control for the year and up
to the date of this Annual Report. No significant failings or
weaknesses were identified during this review. The control
environment is being further strengthened by the ongoing
implementation of the new finance ERP system, which will
extend into 2024 with the addition of the billing functionality
and procurement functionality.
Anti-bribery and whistleblowing
The Code includes a provision requiring the Committee to
review arrangements by which employees of the Group
may, in complete confidence, raise concerns about possible
improprieties in relation to financial reporting or other
matters. The Committee’s objective is to ensure that
arrangements are in place for the proportionate and
independent investigation of such matters and for the
appropriate follow-up action.
Rightmove is committed to the highest standards of quality,
honesty, openness and accountability. The Group has a
whistleblowing process, which enables employees of the
Group to raise genuine concerns on an entirely confidential
basis, that includes a third-party ‘speak up’ facility provided
by Navex Global. The Committee receives reports on the
communication of the Whistleblowing Policy to the business
and on the use of the service which contains information on
any whistleblowing incidents and their outcomes.
The Board believes that it is important for the Group and
its employees to follow clear and transparent business
practices and to consistently apply high ethical standards in
all business dealings, thereby supporting the objectives of
the Bribery Act 2010. A Bribery Policy exists to set out what
is expected from employees and other stakeholders acting
on the Group’s behalf, to ensure that they protect both
themselves and the Group’s reputation and assets. The
Committee reviews the Bribery Policy annually to ensure
it reflects best practice. Employees are required to sign up
to Rightmove’s Bribery Policy on appointment, and any
updates are communicated to all employees. Rightmove has
a zero-tolerance approach to bribery and any breach of the
Bribery Act is regarded as serious misconduct, justifying
immediate dismissal.
All corporate gifts and hospitality offered or received valued
at more than £100 are recorded in the Group’s gifts and
hospitality register. Prior approval is required for any gifts or
hospitality greater than £150, and the register is examined by
the Committee at least annually.
Rightmove plc | Annual Report 2023 | 85
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Nomination Committee report
Nomination Committee report
Andrew Fisher
Chair of the
Nomination
Committee
Committee responsibilities:
• Reviews the Group’s organisational structure and senior
level succession plans
• Considers the diversity of the Board, committees and
senior management
• Considers and formulates recommendations for the Board
in relation to its composition and balance
• Identifies and nominates for the approval of the Board,
appropriate individuals for Board and committee
appointments
• Oversees an orderly appointment and induction process
• Reviews the directorships and other external appointments
held by Board members, taking account of demands on
each Director’s time
• Approves the processes for Board performance reviews,
considers the results of those reviews, and formulates
actions to ensure continuous improvement.
The full Nomination Committee Terms of Reference can be
found at: plc.rightmove.co.uk
Committee membership:
Jacqueline de Rojas
Andrew Findlay
Dear Shareholder
I am pleased to present the report of the Nomination
Committee for 2023. The Committee supports the Board
and senior leadership team on composition, appointments,
diversity and succession planning. The successful delivery of
Rightmove’s business strategy and the promotion of a
culture based on Rightmove’s values requires effective
leadership at Board and senior level.
One of the Committee’s main focuses this year was the
induction of Johan Svanstrom, who joined the Board of
Rightmove on 20 February 2023, and was appointed CEO
on 6 March 2023. The Committee also oversaw the search,
appointment and induction process for a new independent
Non-Executive Director, Kriti Sharma, who was appointed
as Director on 25 July 2023.
This year, the Board approved a Board Diversity, Equity, and
Inclusion Policy, setting out the Board’s support for and
advocacy of diversity and inclusion. The Committee has also
reviewed Rightmove’s performance in diversity and inclusion
matters and its gender and ethnicity pay gap reporting.
The Committee has also considered the Board’s
competencies and skills to understand any potential areas
of expertise or knowledge required to support its succession
planning process. The Committee is mindful of Non-
Executive Directors that are approaching their nine-year
tenure limits in the next two to three years and will ensure
that any appointments to the Board fully support
Rightmove’s strategic objectives.
An internal performance review of the Board and its four
committees was also carried out during the year and the
results of that review are on page 90. An externally facilitated
Board performance review will take place during 2024.
I hope that you will find that this report illustrates our firm
commitment to ensuring that the Board and its committees
have the right balance of skills, expertise, and diversity to
continue to support sustainable success for Rightmove.
Kriti Sharma
Lorna Tilbian
Andrew Fisher
Chair of the Nomination Committee
Amit Tiwari
86 | Rightmove plc | Annual Report 2023
Nomination Committee composition and governance
The Committee has six members, all of whom are Non-Executive Directors, and a majority are independent. Details of the
Committee’s membership and attendance at the three meetings held in 2023 are set out in the Corporate Governance report.
The biographical details of each director can be found on page 70.
Nomination Committee activities in 2023
Meeting date On the Committee’s agenda
Outcome
For further information
28 February
22 September
• The report of the Nomination
Committee for 2022 (Annual
Report and Accounts 2022)
• Gender and Diversity at
Rightmove
• Board skills and
competencies review
• Non-Executive Director
succession planning
• 2023 Internal Board
performance review format
and timeline
4 December
• Results of 2023 internal
Board performance review
(including the review of the
Chair’s performance) and
objective setting
• Parker Review submission
for 2023
• Planning for the 2024
external Board performance
review
• Committee Terms of
Reference annual review
The Nomination Committee report for
2022 was reviewed and approved
Annual Report 2022
plc.rightmove.co.uk
The Committee was satisfied that
Rightmove continued to make good
progress on diversity and inclusion at
Rightmove. Details of gender and ethnic
diversity and gender pay gap reports
are published in Rightmove’s annual
reports and on its investor website.
Board skills and competencies were
assessed using a skills matrix to
establish where the Committee
needed to focus its search. The
review helped to inform discussion
on succession planning.
The internal Board performance review
was discussed, and it was agreed to
continue to use a questionnaire format
for the 2023 review.
The results of the 2023 internal Board
performance review were discussed and
objectives agreed to focus on in 2024.
The Parker Review submission for 2023
was submitted by the Secretary.
The Secretary arranged for an external
agency to assist with the 2024 review.
The Committee’s Terms of Reference
were reviewed and approved with no
amendments.
For further details on diversity and
inclusion see the Social section of the
ESG Report
Gender Pay Gap Reports can be found
at plc.rightmove.co.uk
Details of Board skills and
competences can be found in the
Corporate Governance Report
Corporate Governance report
Details of the Parker Review
can be found at
https://parkerreview.co.uk
Full details of the 2024 external Board
performance review will be published
in the 2024 Annual Report and
Accounts
The Committee’s full TOR can be
found at plc.rightmove.co.uk
Rightmove plc | Annual Report 2023 | 87
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Nomination Committee report continued
Committee responsibilities
Director search, selection, and
appointment process
The Committee overseas a formal and rigorous search,
selection and appointment process for Board and senior
management appointments. The process for Board
appointments is summarised in the chart below. The process
is designed to ensure that the search and appointment is
thorough, inclusive and focuses on personal attributes, skills
and experience that will complement and augment the
existing knowledge and expertise on the Board.
Any external search agencies used are scrutinised for their
ability to deliver a diverse range of candidates. In 2023,
Russell Reynolds Associates were engaged to assist with the
search for new Non-Executive Director Kriti Sharma. Russell
Reynolds are a signatory to the Voluntary Code of Conduct
for executive search firms and, other than the provision of
search services, do not have any other connection to the
Company or its Directors.
Rightmove Board search, selection and appointment process
1: Review
Board skills and
competencies are
reviewed and the search
criteria are established.
External support is
engaged
2: Consider and
Identify
3: Assessment and
Interviews
4: Recommendations
and Appointment
Preparation of role brief
and person specification.
Candidate long lists drawn
up and candidates are
approached to assess
interest and suitability
Formal, multi-stage
interviews are held,
normally conducted by the
Chair and Chief People
Officer with other Board
or senior management
personnel as appropriate
Feedback is discussed
and recommendations
are made to the Board,
ensuring that any conflicts
or significant time
committments have been
considered and authorised
as necessary
Searching for and appointing a new
Non-Executive Director – Kriti Sharma
During 2023, the Committee led the search for a new
independent Non-Executive Director, following the
retirement of Rakhi Goss-Custard on 5 May 2023. Russell
Reynolds was engaged to assist with the search. Following
the Committee’s normal process (as outlined in the
diagram above), Kriti was appointed on 25 July 2023.
Kriti brought specialist technology, information and digital
skills and expertise to Rightmove and her induction
programme was tailored to include induction meetings
with Rightmove leaders in those business areas, including
the Chief Technology and Product Officer and the
Chief Information Security Officer.
88 | Rightmove plc | Annual Report 2023
Board and senior management
succession planning
The Committee takes a long-term approach to Board and
senior management succession planning and continuously
assesses Rightmove’s needs in relation to the skills,
knowledge and expertise available at Board level to meet its
business objectives. The Committee also regularly considers
the pipeline of talent at Rightmove for future senior
leadership roles, ensuring that individuals are recognised for
their future potential and that their talent is nurtured and
encouraged with appropriate training programmes,
exposure to the Board environment, mentoring or coaching.
Emerging talent below senior leadership level is also
monitored to further grow the talent pipeline to ensure that
Rightmove has sustainability built into its succession plans.
Non-Executive Director tenure as at 31 December 2023
Kriti Sharma
5 mths
Andrew Fisher
Amit Tiwari
Lorna Tilbian
Andrew Findlay
4 yrs
4 yrs 6 mths
5 yrs 11 mths
6 yrs 6 mths
Jacqueline de Rojas
7 yrs
0
1
2
3
4
5
6
7
8
Independence
The Board has determined that all Non-Executive Directors
are independent in character and judgement and have
enough capacity to meet their commitments to Rightmove,
including during periods when greater involvement may be
required of them. Directors have been able to meet all
Rightmove’s requirements during 2023, evidenced by their
attendance at and contributions to Board and committee
meetings and discussions, as set out in the Corporate
Governance section of this report.
Board diversity, composition and balance
The Committee reviews Board and committee composition,
including diversity and the balance of skills, knowledge, and
experience, whilst considering the longer-term leadership
and succession needs of the Group. Details of Board
composition, diversity and balance (including a skills and
expertise matrix) can be found in the Corporate Governance
report. During the year, the Board approved a Board
Diversity, Equity and Inclusion Policy; for further details
please turn to page 76.
The Committee is satisfied that, following the internally
facilitated Board performance review, the Board and its
committees continue to maintain an appropriate balance of
skills, knowledge and experience required to fulfill their roles
effectively. Details of all external appointments held by
Directors can be found on page 70. These appointments are
acknowledged to enhance the expertise of our Board and
provide them with opportunities to learn, widen perspective
and further enhance skills. All external appointments are
subject to approval by the Board Chair, prior to being accepted.
Induction, Board training and development
New Directors joining the Board participate in a tailored
induction programme, created by the Company Secretary
and overseen by the Board Chair. This includes one-to-one
meetings with all members of the Board and Executive team
and an induction pack containing information about
Rightmove’s culture and values, Company policies,
procedures, constitution and governance arrangements,
investor information and the latest business strategy. Site
tours and introductions to colleagues are arranged at our
office locations. Non-Executive Directors have open access
to our Executive Directors and the wider Group Leadership
Team and can also attend Rightmove briefings and employee
events. Board members have access to training and can seek
advice from independent professional advisers at the
Group’s expense, where expertise or training is required to
enable them to perform their duties effectively. During the
year, the Board received technical briefings and business
updates from members of the Group Leadership Team and
senior leadership on key areas such as strategy, business
development, risks (including cyber risks), technology,
data protection and any legal or regulatory developments.
All Directors are required to complete mandatory training,
including information security and data protection, which is
a requirement for all Rightmove employees.
£930
Rightmove plc | Annual Report 2023 | 89
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Inclusion Policy, to support Rightmove’s strategy. The
externally facilitated Board performance review will also be
a focus for the Committee and will require additional time
commitments from each Director to allow for in-depth
one-to-one interviews and a comprehensive 360 degree
analysis process.
Annual re-election of Directors
As required by the Code, unless stepping down at this year’s
AGM, each Director will offer themselves up for re-election
or election. The Committee considered, as part of the Board
performance review, each Director’s tenure, performance,
continuing contribution and other external commitments
to ensure that each member of the Board continues to
effectively and fully discharge their duties as a Director of,
and their responsibilities to, Rightmove plc.
Governance | Nomination Committee report continued
Board and committees performance review
In November 2023, an internal Board and committees
performance review was undertaken by the Company
Secretary, overseen by the Board Chair. The review was
completed by each Board member using an anonymous
questionnaire style format and an analysis of the results was
reviewed and discussed at the Nomination Committee
meeting held on 4 December 2023. Director tenure and
independence were also considered as part of that review.
No current director’s tenure exceeds nine years.
The SID, Jacqueline de Rojas, oversaw the review of the
Chair’s performance. Each director, except for the Chair,
was asked to complete and return a confidential separate
questionnaire with opportunities for freestyle comments to
be made. The SID discussed feedback with individual Board
members where necessary and shared the feedback with the
Chair at a one-to-one meeting.
The performance review concluded that the Board, each
committee, and the Chair continue to perform well and that
each Non-Executive Director remains independent and
continues to make a significant contribution to the Board. A set
of actions arising from the review feedback were discussed and
agreed by the Nomination Committee for 2024 as:
Board objectives for 2024
Objective 1
Continue to focus on emerging trends, opportunities
and threats including cyber risk, regulated business risk,
market disruption from competitors and responding
quickly to innovation
Objective 2
Continue to develop relationships between the Board
and GLT members
Objective 3
Continue to review senior leader succession planning
An externally facilitated review will take place during 2024.
Key focuses for the coming year
In addition to the regular cycle of business that the
Committee considers during the year, over the next 12
months the Committee will continue to focus on succession
planning for independent Non-Executive Directors and at
senior management level, further developing a strong
pipeline of talent, in line with our Board Diversity, Equity and
90 | Rightmove plc | Annual Report 2023
Governance | Corporate Responsibility
Committee report
Corporate Responsibility
Committee
Andrew Fisher
Chair of the Corporate
Responsibility
Committee
Committee responsibilities:
•
Reviews the Group’s ESG strategy, policies, metrics and
performance to ensure continued alignment with its
commitments, Company culture, legislation and best practice
Considers workforce diversity and inclusion, as part of the
Social strategy and commitments
•
• Considers gender pay information and reporting
•
Reviews the results of employee engagement programmes
and surveys
Receives reports from the Risk Committee on the management
of risks and the identification of opportunities associated
with ESG
Reviews and approves the ESG report for the Annual Report
and Accounts
•
•
The full Corporate Responsibility Committee Terms of Reference
can be found at: plc.rightmove.co.uk
Committee membership:
Alison Dolan
Jacqueline de Rojas
Dear Shareholder
I am pleased to present the report of the Corporate
Responsibility Committee for 2023. The Committee reviews
and approves Rightmove’s ESG strategy, and monitors
performance against metrics, including environmental
targets and those relating to people, diversity and equity.
An important part of the Committee’s work is to monitor
workplace culture at Rightmove. We do this in several
ways – reviewing and discussing the results of twice-yearly
employee engagement surveys, via ‘in person’ engagement
with employees in small, informal groups and by receiving
formal reports and presentations from senior leadership.
We aim to nurture a truly inclusive culture at Rightmove and
you can read more about our culture on page 45 and about
diversity and inclusion on page 47.
This year, the Committee approved our ESG strategy for
2024-2026 with a new Environmental pillar, ‘Go Greener’,
which aims to harness the huge reach of the Rightmove
property portal to increase engagement on environmental
matters and to inspire Rightmove’s own employees to
become involved in the route to net zero.
Our Social strategy aims to continue to drive inclusivity and
equity both at Rightmove and in the communities in which
we operate, through an inclusive workplace culture and
through focused charitable giving and a new volunteering
strategy. Rightmove is enabling its employees to give their
time to important causes by allowing them to take up to two
days every year to volunteer. Alongside this, Rightmove is
doubling its charitable funding over the next three years.
I hope that you will enjoy reading this report and learning
about the ways in which Rightmove exercises its corporate
responsibility.
Andrew Findlay
Kriti Sharma
Andrew Fisher
Chair of the Corporate Responsibility Committee
Johan Svanstrom
Lorna Tilbian
Amit Tiwari
Rightmove plc | Annual Report 2023 | 91
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Corporate Responsibility Committee report
Corporate Responsibility Committee composition and meetings in 2023
The Committee has eight members, with a majority of independent Non-Executive Directors. Details of the Committee’s
membership and attendance at the two meetings held in 2023 are set out in the Corporate Governance report.
The biographical details of each Director can be found on page 70.
Corporate Responsibility Committee activities in 2023
The Committee held two meetings in 2023.
On the Committee’s agenda
Meeting date
Outcome
28 February
22 September
• The report of the Corporate
Responsibility Committee for 2022
(Annual Report and Accounts 2022)
• The Sustainability report for 2022
(Annual Report and Accounts 2022)
• SBTi submissions update
• ESG ratings agencies update
• Charitable corporate giving areas
of focus
The Corporate Responsibility
Committee report and
Sustainability report for the Annual
Report and Accounts 2022 were
reviewed and approved and
updates on SBTi targets and ESG
ratings agencies were noted. The
charitable giving areas of focus
were noted
For further information
Annual Report 2022 and
Sustainability report
plc.rightmove.co.uk
The ESG strategy and new
Environmental Policy was
approved.
The latest results on the ESG
Dashboard and ESG ratings
agencies update was noted
Annual Report 2023 and ESG pages
plc.rightmove.co.uk
• ESG Strategy 2024-2026
including the new ‘Go Greener’
pillar and the approval of the
recruitment of a sustainability
officer for the first time at
Rightmove
• Consideration of a new
Environmental Policy
• ESG Dashboard, including
diversity and gender pay
• ESG ratings agencies update
Committee performance review
The Corporate Responsibility Committee reviewed its performance during 2023 as part of the Board and Committee internal
performance review, details of which can be found in the Nomination Committee report.
92 | Rightmove plc | Annual Report 2023
Key focuses for the coming year
In addition to the regular cycle of business that the Committee considers during the year, over the next 12 months the
Committee will continue to focus on ESG matters, receiving progress updates on targets and metrics. Approval has been
given for a new sustainability officer position and the Committee will receive updates on that recruitment and induction
process. As part of the new ESG strategy 2024-2026, Rightmove will work with an external agency on a transition plan to
help identify how the Company can meet its near term and net zero targets.
For full details of our ESG strategy, including our ‘Go Greener’ pillar, please turn to the ESG section of this
report. See page 30.
Rightmove plc | Annual Report 2023 | 93
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ Remuneration report
Directors’ Remuneration report
Lorna Tilbian
Chair of the
Remuneration
Committee
Remuneration Committee (Committee) responsibilities:
• Makes recommendations to the Board on Rightmove’s
Remuneration Policy and framework, and in relation to the
remuneration of the Chair, Executive Directors, and the
Group Leadership Team
• Makes recommendations on the structure and level of
remuneration and benefits below Board level and ensures
that the Board is kept aware of any potential business risks
arising from those arrangements
• Ensures the effective recruitment, retention and fair
reward of directors and employees in line with the
Remuneration Policy
The remuneration and terms of appointment of the
Non-Executive Directors are determined by the Board
as a whole.
The full Remuneration Committee Terms of Reference
can be found at plc.rightmove.co.uk.
Committee membership:
Jacqueline de Rojas
Amit Tiwari
•
•
•
94 | Rightmove plc | Annual Report 2023
Annual Statement by the Chair of the
Remuneration Committee
Dear Shareholder
I am pleased to present the Directors Remuneration Report
for Rightmove plc for the year ended 31 December 2023.
This report describes the work of the Committee during the
year and the ways in which it has applied the Remuneration
Policy (Policy) that was approved by shareholders at the
2023 Annual General Meeting (AGM). The ‘Remuneration
at a Glance’ section provides an overview of remuneration
at Rightmove in 2023 and the Annual Report on Remuneration
sets out in further detail the work of the Committee and
Rightmove’s remuneration arrangements. The complete
2023 Remuneration Policy can be found at
plc.rightmove.co.uk.
Changes to the Board and Executive leadership
in 2023
Johan Svanstrom joined Rightmove as an Executive Director
on 20 February 2023, succeeding Peter Brooks-Johnson as
CEO on 6 March 2023. On 5 May 2023, Rakhi Goss-Custard
stepped down as a Non-Executive Director, having served the
maximum three terms as a Director, and also stepped down as
a member of the Remuneration Committee. Non-Executive
Director Amit Tiwari was appointed to the Committee on the
same day.
2023 performance and stakeholder outcomes
The Committee has, as usual, considered the Executive
Directors’ remuneration in the light of outcomes for
Rightmove’s stakeholders and the Group’s financial
performance. Rightmove has delivered another strong
performance in 2023, increasing revenue, operating profit
and basic earnings per share, whilst cash has continued to
be returned to shareholders through dividends and the
share buyback programme. For full details of our financial
performance, please turn to page 20. The highlights in
stakeholder outcomes are:
•
•
Increasing underlying operating profit by 8%.
Direct shareholders returns of £130.0m through share
buybacks and £71.7m paid in dividends during 2023.
The 2023 full year ‘Have your Say’ employee engagement
survey showed that employee engagement levels remain
strong, with 88% agreeing that Rightmove is a great place
to work.
An annual Group pay review resulted in all employees
receiving a pay increase of 4%, effective from 1 January
2024. Targeted pay increases were applied on top of this,
taking into account market data, and the skillset and
experience of employees.
A review of the level of the Group employee pension scheme
has resulted in an increase in employer contribution from 6%
to 7% of salary, where the employee contribution is at least
4%, to be awarded effective from 1 January 2024.
Governance | Corporate governance report •
Rightmove’s customers have experienced increased levels
of customer service and enhanced products and services –
for full details of this and wider stakeholder considerations,
please turn to our Section 172 Statement.
2023 incentive outcomes
2023 Annual bonus
The Committee reviewed the final performance against the
bonus plan objectives for 2023, which resulted in an annual
bonus payment of 79% of the maximum for Executive
Directors (being the maximum allocated as 40% to cash and
60% deferred into Rightmove shares). The bonus reflects a
strong performance in underlying operating profit (60% of the
maximum award), traffic share (average time spent on
property portals compared to time spent on Rightmove.com)
(15% of the maximum award), Rental Services business
(number of references delivered) (10% of the maximum
award) and Mortgages business (MiPs delivered) (10% of the
maximum award). Under the ESG metric, 88% of our
employees agreed that Rightmove is a great place to work.
Ordinarily, this would have resulted in some vesting under the
ESG element of the bonus. However, we did not meet one of
our ESG underpins around average hours per employee of
mandatory training by year-end, largely as a result of the
number of new joiners in the latter part of 2023. Therefore,
there is no payout under the ESG element of the bonus.
2021-2023 Performance Share Plan (PSP) Award
The 2021-2023 PSP award was based 50% on Relative Total
Shareholder Return (TSR) and 50% on Earnings Per Share (EPS).
Rightmove’s TSR over the three-year period was below the
TSR of the FTSE 350 Index and therefore there was no vesting
under this element. EPS growth over the three-year period was
in excess of 95% (the maximum target set) and therefore there
was full vesting under this element. Therefore, overall, 50% of
the PSP awards granted in 2021 will vest due to performance
and be subject to an additional two-year holding period.
The Committee reviewed the incentive outcomes in the
context of wider Group performance, the shareholder and
wider stakeholder experience (including our employees) and
considers that these incentive outcomes are a fair reflection
of the Group’s performance and therefore no discretion has
been applied.
Remuneration Policy: the business context and
our new strategy
The current remuneration policy was approved at the 2023
AGM with c.92% support from our shareholders. As part of
the Policy renewal, headroom was added to the incentive
plans, which increased Policy maximums from 175% to
200% of salary for both the bonus and PSP. At the time of
implementation, the Committee committed to consulting
with shareholders and reviewing the stretch in the
performance targets if the headroom was used during
the life cycle of the Policy.
It is the first year of a new strategy that increases our drive for
medium and long-term growth, and for Rightmove’s impact
on the property market as a technology leader. This involves a
significant investment in hiring and successfully onboarding
over 120 new heads; increasing the pace of delivery; and
working to create saleable products across Mortgages,
Commercial, Data, as well as a new package in Estate Agency
and all in the context of an ongoing competitive environment.
We set this out at our Investor Day on 27 November 2023,
where we announced ambitious long-term revenue and profit
targets, which are reflected in the bonus targets for 2024 and
the three-year PSP targets for 2024-2026. For details of our
business strategy, please turn to page 9 in the strategic
report. Our measures and targets have been updated to
focus on the achievement of these goals:
1. Investing in our people: To support medium and long-term
growth and remain competitive, significant investments in
hiring and onboarding new people will be required.
2. Absolute profit focus: Given increased focus on organic
investment and the associated margin reduction, we
propose that the profit target range be set around an
absolute profit number, rather than a profit growth target.
3. Remuneration alignment: Reflecting our recently agreed
strategic priorities, Commercial Real Estate and Mortgages
are two key business areas that will be introduced into the
bonus to align Executives with the new strategy.
4. Increased focus on ESG: Maintaining the link between our
ESG strategy and Executive remuneration and reflecting
our new Go Greener strategy and our wider ambition to
make a difference on the green agenda, we are proposing
to add an explicit Environmental target, to sit alongside our
Employee Engagement target.
Investor engagement and approach for 2024
The Committee proposes to use some of the headroom in
the Policy maximum in 2024 for outperformance and is fully
committed to aligning shareholder and Company interests,
and to maintaining an open and transparent dialogue with
its shareholders on the pay of Executive Directors. In
December 2023, the Committee consulted with its largest
shareholders and welcomed their feedback and comments
on the proposed approach for the 2024 bonus and for the
PSP awards to be granted in 2024.
Bonus
We are proposing that the usual bonus award will remain as
175% of salary, in line with previous years, and targets will
be set in the usual manner. However, we are also proposing
to include an additional 10% of salary, which can only be
achieved for outperformance of the maximum target on
the operating profit element. This results in the effective
maximum for the bonus for our Executive Directors
Rightmove plc | Annual Report 2023 | 95
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ Remuneration report continued
becoming 185% of salary, but only for exceptional performance. This profit outperformance feature will also be appropriately
cascaded down through our bonus population.
The table below shows the proposed bonus measures for 2024. For 2024, we are proposing to introduce customer growth for
our Commercial Real Estate business as a bonus measure (10% weighting) to better align with our new strategic priorities.
Targets for the 2024 bonus are deemed to be commercially sensitive at present and, as such, will be disclosed retrospectively
in the 2024 annual report.
Performance measure
Operating profit
Traffic share
Customer growth –
Commercial Real Estate
Revenue growth –
Mortgages business
ESG – E&S targets
Total
Proposed measures for 2024 bonus
Weighting of each
element (% of award)
Maximum
(% of salary)
60% (plus
outperformance
element)
105% of salary plus
10% of salary for
outperformance
15%
10%
10%
5%
100%
26.25% of salary
17.5% of salary
17.5% of salary
8.75% of salary
185% of salary
Performance Share Plan
The PSP awards granted in 2023 were based 50% each on TSR and EPS. For 2024, we are proposing to reduce the EPS
weighting to 25% and to introduce a revenue element, weighted at 25%. Revenue will be used as a key measure of the
effectiveness of our management in implementing the new strategic growth agenda over the next three years.
For the PSP awards due to be granted in 2024 (performance period of 2024-2026) we are proposing that the usual award of
175% of salary be granted in line with previous years. However, we are also proposing to include an additional 5% of salary,
which can only be achieved for outperformance of the maximum target on the revenue element. This results in the effective
maximum for the PSP for our Executive Directors becoming 180% of salary, but only for exceptional performance. This revenue
outperformance feature will also be appropriately cascaded down through our PSP.
Employee engagement in 2023
We have engaged with employees in relation to their pay and benefits at Rightmove, including how it aligns with the wider
Group pay policy. The views received by me from employees, at dedicated face-to-face meetings, were fed back to the
Committee and indicated that, in line with our ‘Have your Say’ surveys, employees continue to enjoy working at Rightmove
and that their rewards and benefits are in line with expectations. The 4% Group pay increase and the increase in the level of
Group pension contribution from 6% to 7% of salary (where employees contribute at least 4%) has also been well received
(each with effect from 1 January 2024). It has also been announced that all employees will receive an additional two days of
annual leave, with effect from 1 January 2024, taking the annual leave allowance from 25 to 27 days per year. A new
volunteering initiative has also been introduced, whereby colleagues can take up to two days per year additional leave for
volunteering for good causes. Rightmove therefore continues to have a unique culture of ‘we’re all in it together’, which has
been further strengthened by the Group Leadership Team in 2023.
Members of the Committee will be available at the AGM to answer any questions you have about how Rightmove’s
Remuneration Policy continues to be applied.
Lorna Tilbian
Chair of the Remuneration Committee
29 February 2024
96 | Rightmove plc | Annual Report 2023
Governance | Remuneration at a glance
2023 Financial performance
Revenue
Underlying Operating profit(1)
Direct returns to shareholders
+10%
+8%
£201.7m
Pay and performance for 2023
The charts below show the actual remuneration for the current Chief Executive Officer and the Chief Financial Officer for 2023.
The charts include data for salary, bonus and the LTIP (performance shares) granted in 2021, with a performance period ending on
31 December 2023. The charts exclude data for benefits and pensions, details of which can be found in the single remuneration figure table.
Chief Executive Officer – Johan Svanstrom
Chief Financial Officer – Alison Dolan
Amounts shown in £’000
Amounts shown in £’000
Maximum
£518
£906
Maximum
£450
£788
£788
0
0
0
£
Actual
£518
£717
0
0
0
£
Actual
£450
£624
£326
Minimum
£518
Minimum
£450
0
500
1000
1500
2000
2500
0
500
1000
1500
2000
2500
Salary
Bonus
LTIP
Salary
Bonus
LTIP
Annual bonus achievement – 79% of maximum
Long-term incentive plan performance – 50% of maximum
Threshold
£250m
76%
170,000
references
13,000
Mortgages
in Principle
87%
Actual
£265m
86%
Bonus %
achieved
50%
15%
186,068
references
19,611
88%
5%
9%
0%
Performance Target
Underlying operating profit(1)
Market share of traffic relative to our
nearest competitors(2)
Rental Services business(3)
Mortgages business (4)
Employee survey respondents who
think ‘Rightmove is a great place to
work’(5) (underpinned by two additional
‘gateway’ metrics, ULEV car fleet and
mandatory training)
Shareholder alignment
Shareholding guidelines
200% of salary for all
Executive Directors
Proportion of variable awards received
in shares
79% of performance-related pay for
2023 was awarded in Rightmove shares
(1) Underlying operating profit is defined as operating profit before share-based payments
charges (including the related National Insurance).
(2) Time spent on Rightmove platforms, relative to our nearest competitors (Zoopla.co.uk
and PrimeLocation.com). Comscore MMX® Desktop only + Comscore Mobile Metrix®
Mobile Web & App, Total Audience, Custom-defined list of Rightmove Sites,
RIGHTMOVE.CO.UK, ZOOPLA.CO.UK, PRIMELOCATION.COM.
(3) Quantity of references delivered in the year.
(4) Delivery of Mortgages in Principle’ during Q4 2023.
(5) Based on employee respondents selecting ‘Yes’ in response to the question “is
Rightmove a great place to work” in the annual employee survey.
(6) Underlying basic earnings per share (EPS): is defined as underlying profit (profit for the
year before share-based payments charges including the related National Insurance
and appropriate tax adjustments), divided by the weighted average number of ordinary
shares in issue for the period.
Underlying EPS(6)
Underlying basic earnings per share
(EPS) increased by just over 95% over
three years, resulting in 100% of the
award vesting in respect of this element.
Total Shareholder Return
This element of the 2021 PSP
awards will lapse in full as relative
three-year TSR performance was
below the FTSE 350 index.
Underlying EPS
Total Shareholder Return
Rightmove plc | Annual Report 2023 | 97
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSPence per shareSource: Rightmove Source: Re�nitiv DatastreamThe graph shows underlying EPS(6) as at 31 December 2023 (25.2p), compared to as at 31 December in the previous four years.10.015.020.025.030.012.825.223.820192020202320212022Underlying basic EPS(5)20.3Value £ Dec 2013Dec 2015Dec 2017Dec 2019 Dec 2021Dec 2023Total shareholder return Rightmove FTSE 100 FTSE 350 Source: Re�nitiv DatastreamValue £ Dec 2019Dec 2020Dec 2021Dec 2022Rightmove FTSE 100 FTSE 35021.8This graph shows the value by 31 December 2023, of £100 invested in Rightmove on the 31 December 2013, compared with the value of £100 invested in the FTSE 100 and the FTSE 350 indices on the same date.+68%+136%-67%Value £ Dec 2019Rightmove FTSE 100 FTSE 350Although lower than the FTSE 350 index over the performance period, and therefore the TSR element lapsed in full, Rightmove’s TSR has performed better than many of our sector peers over the same period.406080100120140Although lower than the FTSE 350 index over the performance period, and therefore the TSR element lapsed in full, Rightmove’s TSR has performed better than many of our sector peers over the same period.+7%+10%-17%40608010012014050100150200250300350Pence per shareSource: Rightmove Source: Re�nitiv DatastreamThe graph shows underlying EPS(6) as at 31 December 2023 (25.2p), compared to as at 31 December in the previous four years.10.015.020.025.030.012.825.223.820192020202320212022Underlying basic EPS(5)20.3Value £ Dec 2013Dec 2015Dec 2017Dec 2019 Dec 2021Dec 2023Total shareholder return Rightmove FTSE 100 FTSE 350 Source: Re�nitiv DatastreamValue £ Dec 2019Dec 2020Dec 2021Dec 2022Rightmove FTSE 100 FTSE 35021.8This graph shows the value by 31 December 2023, of £100 invested in Rightmove on the 31 December 2013, compared with the value of £100 invested in the FTSE 100 and the FTSE 350 indices on the same date.+68%+136%-67%Value £ Dec 2019Rightmove FTSE 100 FTSE 350Although lower than the FTSE 350 index over the performance period, and therefore the TSR element lapsed in full, Rightmove’s TSR has performed better than many of our sector peers over the same period.406080100120140Although lower than the FTSE 350 index over the performance period, and therefore the TSR element lapsed in full, Rightmove’s TSR has performed better than many of our sector peers over the same period.+7%+10%-17%40608010012014050100150200250300350 Governance | Directors’ Remuneration report continued
Remuneration Policy
In formulating the Remuneration Policy approved by shareholders in 2023 (2023 Policy), the Committee considered the
following principles recommended in the Code:
•
Clarity – the Policy is designed to allow our remuneration arrangements to be structured in a way that clearly supports
the financial objectives and the strategic priorities of the Group. The Committee remains committed to reporting on
Rightmove’s remuneration practices in a transparent, balanced and straightforward way.
Simplicity – the Policy consists of three main elements: fixed pay (salary, benefits and pension), an annual bonus award
and a long-term incentive award. The annual bonus award is based on a combination of our financial and operational KPIs.
The vesting of 2023 LTIP awards is based on EPS growth and relative TSR performance.
Risk – the Policy is in line with Rightmove’s risk appetite. The Committee has the discretion to reduce variable pay
outcomes where these are not considered to represent overall Group performance or the shareholder experience.
Over half (60%) of bonus awards are deferred into shares, and vested shares under the LTIP must be retained for a further
two years, ensuring that Executive Directors are motivated to deliver longer-term sustainable performance.
Predictability – the Committee considers the impact of various performance outcomes on incentive levels when
determining overall executive pay levels.
Proportionality – a substantial portion of the package comprises performance-based reward, linked to the delivery of
strong Group performance and the achievement of key strategic objectives. The Committee will use its discretion where
required to ensure that performance outcomes are appropriate.
Alignment to culture – in determining executive remuneration policies and practices, the Committee considers the overall
remuneration framework for our wider workforce as part of its review, including employee engagement and satisfaction
levels, succession plans including diversity, to ensure executive remuneration is aligned to Rightmove’s culture.
•
•
•
•
•
Remuneration Policy and 2024 implementation
2023 Policy
Base salaries
Executive Directors’ salary increases will not normally exceed
those of the wider workforce.
Increases beyond wider workforce salary increases (in percentage
of salary terms) will only typically be made where there is a change
of incumbent, in responsibility, experience or a significant increase
in the scale of the role and/or size, value and/or scope of the
Group.
Pension
The approach to pension for Executive Directors is aligned to
that of the wider workforce and will therefore reflect any
changes made to that group.
A cash alternative to a pension contribution may be introduced
where this is more tax efficient for the individual.
Annual bonus Maximum headroom of 200% of salary, with 40% cash and 60%
deferred into Company shares for two years.
Performance
Share Plan
Maximum headroom of 200% of salary.
Two-year post-vesting holding period.
Implementation in 2024
Executive Directors will receive a 4% pay
rise in line with the wider workforce from
1 January 2024.
7% of salary pension contribution subject to
the employee contributing a minimum of 4%
of salary.
Maximum opportunity of 185% of salary.
Deferral in line with the Policy.
Performance measures based on underlying
operating profit (60% plus outperformance
element); share of traffic, compared to all our
competitors (15%); customer growth generated
in Commercial Real Estate business (10%);
revenue generated by the Mortgages business
(10%); and a combined E&S based target (5%).
Award level of 180% of salary.
Performance measures based on EPS (25%);
Relative TSR (50%) and Revenue Growth (25%
plus outperformance element).
Malus and
Clawback
Shareholding
Guidelines
Post cessation
shareholding
requirements
Malus and clawback provisions apply to annual bonus, DSBP
and PSP awards. Further detail is provided in the Policy.
n/a
200% of base salary.
Guideline applies to all Executive Directors.
A two-year post-employment holding period applied to share
awards granted from 2020, with 100% of the shareholding
requirement (or actual holding, if lower) retained for the first
year, and 50% for the second year.
n/a
98 | Rightmove plc | Annual Report 2023
Remuneration report (unaudited) introduction
The Directors’ Remuneration Policy was approved by shareholders at the 2023 AGM. The Annual Report, as set out below, has
been prepared in accordance with the Companies Act 2006; the Large and Medium-sized Companies and Groups (Accounts
and Reports) 2008 (as amended); and The Companies (Miscellaneous Reporting) Regulations 2018; and the 2018 UK
Corporate Governance Code (the Code).
The parts of the Report which have been audited have been highlighted.
Key principles
The Remuneration Committee’s key principles are that Executive remuneration should:
•
•
•
•
•
•
attract and retain Executive Directors of the quality required to run the Group successfully and be regarded as fair by both
employees and shareholders;
be simple to explain, understand and administer;
be aligned to Company purpose and values and take into account the remuneration policies and practices of the wider
employee population;
align the interests of the Executive Directors with the interests of shareholders and reflect the dynamic, performance-
driven culture of the Group;
support the strategy and promote long-term sustainable success and reward individuals for the overall success of the
business, measuring and incentivising Executive Directors against key short and long-term goals; and
prevent Executive Directors from benefitting from short-term successes, which may not be consistent with growing the
overall value of the business, through the deferral of 60% of annual bonuses for a further two years after the performance
targets have been achieved, the five-year time horizon (three-year performance period and two-year holding period) under
the PSP, and the post-employment shareholding requirements.
Annual Report on Remuneration
Please turn to page 94 for details of the Committee’s purpose and Terms of Reference.
Membership
The following independent Non-Executive Directors were members of the Committee during 2023:
• Lorna Tilbian (Chair of the Committee)
• Jacqueline de Rojas
• Rakhi Goss-Custard (stepped down from the Committee and the Board at the AGM on 5 May 2023)
• Amit Tiwari (appointed to the Committee on 5 May 2023)
The Committee held six scheduled meetings in 2023 and attendance at meetings is shown in the Corporate Governance
Report. The Committee meets as necessary, but normally at least five times a year. The quorum for meetings of the
Committee is two members and the Company Secretary acts as Secretary to the Committee.
Only members of the Committee have the right to attend Committee meetings. The Committee Chair has invited the Chair
of the Board to attend meetings except during discussions relating to his own remuneration. The Executive Directors are also
invited to meetings when the Committee is considering their recommendations on the remuneration of the Group
Leadership Team. No Executive Director is involved in deciding their own remuneration.
Rightmove plc | Annual Report 2023 | 99
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ Remuneration report continued
External advisors
Deloitte LLP (Deloitte) is the Committee’s remuneration advisor. Deloitte is a founding member of the Remuneration
Consultants Group and adheres to its code in relation to executive remuneration consulting.
In 2023, the Company paid fees of £67,925 to Deloitte in respect of work and advice which was of material assistance to
the Committee. The Committee keeps its relationship with external advisors under review and is satisfied that there are
no conflicts of interest. Aside from other remuneration-related support provided in their role as advisors, that was not
considered to be of material assistance to the Committee (e.g. provision of accounting fair values for Rightmove share
awards), Deloitte did not provide any other services to the Company during the year.
What has the Committee done during the year?
The Committee’s work in 2023 included:
Pay and incentive plan reviews
- annual review and approval of Executive Directors’ base salaries and benefits;
- annual review of Group pay;
- review of 2023 business performance against relevant performance targets to determine annual bonus payments and
vesting of long-term incentives;
- review and approval of appropriate benchmarks and performance measures for the annual performance-related bonus,
DSBP awards and 2024 PSP awards to ensure measures are aligned with strategy and that targets are achievable and
appropriately stretching;
- approval of share awards, granted in March 2023 under the DSBP and the PSP;
- ongoing monitoring of remuneration for the Senior Leadership Team;
- approval of our leadership arrangements relating to share awards for members of the Group Leadership team; and
- Investor consultation.
Governance and strategy
- review of the 2023 AGM voting and feedback from institutional investors;
- review and approval of the Directors’ Remuneration Report;
- evaluation of the Committee’s performance during the year; and
- review of the Committee’s terms of reference.
100 | Rightmove plc | Annual Report 2023
Annual Report on Remuneration
Directors’ remuneration
This section of the report sets out how the 2023 Policy was applied in 2023, along with changes in Directors’ share interests
during 2023. Information that is audited is clearly indicated.
Directors’ Single Figure Remuneration Tables (audited)
The remuneration of the Directors of the Company during 2023 for time served as a Director is as follows:
Fixed Pay
Performance-related pay
Salary/fee
£
Benefits(1)
£
Pension(2)
£
Fixed pay
subtotal
£
Annual
bonus(3)
£
Long-term
incentives(4)
£
Variable pay
subtotal
£
Total
remuneration
in 2023
£
517,500
1,457
24,000
542,957
717,269
–
717,269
1,260,226
100,758
817
–
101,575
–
334,339
334,339
435,914
Executive Directors
Johan Svanstrom(5)
Peter Brooks-Johnson(6)
Alison Dolan
450,000
1,236
27,000
478,236
623,712
325,602
949,314
1,427,550
Non-Executive Directors(7)
Andrew Fisher
275,000
Jacqueline de Rojas
Rakhi Goss-Custard(8)
Kriti Sharma(9)
Andrew Findlay
Lorna Tilbian
Amit Tiwari
77,600
22,844
28,373
80,605
80,605
65,000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
275,000
77,600
22,844
28,373
80,605
80,605
65,000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
275,000
77,600
22,844
28,373
80,605
80,605
65,000
(1) Benefits in kind for the Executive Directors relate to private medical insurance and the medical cash plan.
(2) Johan Svanstrom and Alison Dolan participated in the Rightmove pension scheme on the same terms as all employees.
(3) The annual bonus amount relates to the accrued payment in respect of the full-year results for the year ended 31 December 2023 including the deferred element
(60% of the annual bonus is deferred in shares with a two-year vesting period).
(4) The value of the long-term incentives includes nil cost PSPs where vesting is calculated by taking the number of nil cost options expected to vest on 3 March 2024
(including dividend roll-up), which are subject to the three-year performance period, ending on 31 December 2023, multiplied by the average share price for the
three months ending 31 December 2023 of £5.33. No amount of the PSP value disclosed in the single figure table above is attributable to share price appreciation.
(5) Johan Svanstrom was appointed as an Executive Director on 20 February 2023.
(6) Pay for the period to 6 March 2023.
(7) The basic fee for all Non-Executive Directors (excluding the Chair) in 2023 was £65,000, Committee Chairs (excluding Nomination Committee) received an additional
fee of £15,605, and the Senior Independent Director received an additional fee of £12,600. The Chair’s fee was £275,000.
(8) Fee for the period to 5 May 2023.
(9) Fee for the period from 25 July 2023.
Rightmove plc | Annual Report 2023 | 101
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ Remuneration report continued
The remuneration of the Directors of the Company during 2022 (audited) was:
Fixed Pay
Performance-related pay
Salary/fee
£
Benefits(1)
£
Pension(2)
£
Fixed pay
subtotal
£
Annual
bonus(3)
£
Long-term
incentives(4)
£
Variable pay
subtotal
£
Total
remuneration
in 2022
£
Executive Directors
Peter Brooks-Johnson
531,196
2,106
–
533,302
661,872
220,564
879,814
1,415,738
Alison Dolan
405,717
1,297
24,343
431,357
505,525
121,491
625,458
1,058,373
Non-Executive Directors(5)
Andrew Fisher
Jacqueline de Rojas
Rakhi Goss-Custard
Andrew Findlay
Lorna Tilbian
Amit Tiwari
208,060
67,516
57,217
72,821
72,821
57,217
–
–
–
–
–
–
–
–
–
–
–
–
208,060
67,516
57,217
72,821
72,821
57,217
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
208,060
67,516
57,217
72,821
72,821
57,217
(1) Benefits in kind for the Executive Directors relate to private medical insurance and the medical cash plan.
(2) Alison Dolan participated in the Rightmove pension scheme on the same terms as all employees.
(3) The annual bonus amount relates to the accrued payment in respect of the full-year results for the year ended 31 December 2021 including the deferred element
(60% of the annual bonus is deferred in shares with a two-year vesting period).
(4) The value of the long-term incentives has been restated for vested awards and includes:
– nil cost PSPs where vesting is calculated by taking the number of nil cost options which vested on 17 September 2023 (including dividend roll-up), which are subject
to the three-year performance period, ending on 31 December 2022, multiplied by the vesting date closing share price of £5.54.
– 0% of the PSP value disclosed in the single figure table is attributable to share price appreciation.
(5) The basic fee for all Non-Executive Directors (excluding the Chair) in 2022 was £57,217, Committee Chairs (excluding Nomination Committee) received an additional
fee of £15,600, and the Senior Independent Director received an additional fee of £10,300. The Chair’s fee was £208,060.
Defined contribution pension
During 2023, the Group operated a stakeholder pension plan for employees under which Rightmove contributed 6% of
base salary, subject to the employee contributing a minimum of 3% of base salary. Johan Svanstrom and Alison Dolan are
members of the Group pension plan on the same basis as all employees. The Company does not contribute to any personal
pension arrangements.
External appointments
With the approval of the Board in each case, Executive Directors may accept one external appointment as a Non-Executive
Director of another listed or similar company and retain any fees received.
Peter Brooks-Johnson was a Non-Executive Director of Adevinta ASA, the international online classifieds operation,
which is listed on the Oslo Børs. Peter received a director’s fee of 253,500 Norwegian Krone from Adevinta for the period
1 January 2023 to 6 March 2023 when he stepped down from the Board (2022: 994,500 Norwegian Krone).
Alison Dolan was appointed as a Non-Executive Director of Pearson plc, a multinational publishing and education company,
on 1 June 2023 and received a Director’s fee of £47,083 for the period from 1 June to 31 December 2023 (2022: nil).
102 | Rightmove plc | Annual Report 2023
How was pay linked to performance in 2023?
Annual bonus plan
The annual bonus for the financial year ended 31 December 2023 was in the form of a cash bonus of up to 70% of salary and
a DSBP bonus of up to 105% of salary (i.e. 175% in total awarded under the 2023 Policy). The bonus, both cash and DSBP
elements, was determined by a mixture of operating profit performance (60%) and key performance indicators (40%)
relating to underlying drivers of long-term revenue growth.
When comparing performance against the 2023 bonus targets set, the Committee determined that 79% of the maximum
achievable cash and DSBP bonus should be paid to the Executive Directors in March 2024. Accordingly, a cash bonus of 55%
of base salary (out of a maximum of 70%) will be paid to the executives and 83% of base salary (out of a maximum of 105%)
will be granted to the Executive Directors under the DSBP, which will be deferred until March 2026.
Details of the achievement of bonus targets are provided in the following table:
Measure
Target
As a % of
maximum bonus
opportunity
Actual performance achieved
Financial targets
Underlying operating
profit(1)
Strategic targets
2023 underlying operating profit:
• £250m: 10% payout
• £268m: 100% payout
60% Underlying operating profit
achieved: £264.6m
Resulting
bonus
% achieved
50%
Traffic market share(2) Rightmove’s traffic market share,
15% Rightmove’s traffic market share
15%
compared to all other property portals
(measured as time on site by Comscore):
• 76%: 25% payout
• 81%: 100% payout
Delivery of tenant references:
• 170,000 references: 25% payout
• 220,000 references: 100% payout
Delivery of Mortgages in Principle (MiP):
• 13,000 MiPs: 25%
• 20,000 MiPs : 100%
Percentage of respondents to the
employee survey who say ‘Rightmove is
a great place to work’:
1. 87%: 25% payout
2. 95%: 100% payout
Rental Services
Mortgages business
Employee
engagement(3)
underpinned by two
additional ‘gateway’
metrics, ULEV car fleet
and mandatory training
Total
compared to all other property
portals in 2023 was 86%
10% The Rental Services business
delivered 186,068 references
in 2023
5%
10% The Mortgage business delivered
9%
19,611 MiPs in Q4 2023
5% 88% of respondents agree
‘Rightmove is a great place to work’
0%
100%
79%
(1) Underlying operating profit is defined as operating profit before share-based payments charges (including the related National Insurance).
(2) Time spent on Rightmove platforms, relative to our nearest competitors (Zoopla.co.uk and PrimeLocation.com). Comscore MMX® Desktop only + Comscore Mobile
Metrix® Mobile Web & App, Total Audience, Custom-defined list of Rightmove Sites, RIGHTMOVE.CO.UK, ZOOPLA.CO.UK, PRIMELOCATION.COM.
(3) Under the ESG metric, 88% of our employees agreed that Rightmove is a great place to work. Ordinarily, this would have resulted in some vesting under the ESG
element of the bonus. However, we did not meet one of our ESG underpins around average hours per employee of mandatory training by year-end, largely as a result
of the number of new joiners in the latter part of 2023. Therefore, there is no payout under the ESG element of the bonus.
Rightmove plc | Annual Report 2023 | 103
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ Remuneration report continued
Long-term incentives vesting during the year
Share awards granted during the year (audited)
The PSP awards granted to Peter Brooks-Johnson and Alison
Dolan in March 2021 were subject to underlying EPS(1) (50%
of the awards) and relative TSR (50% of the awards)
performance conditions that related to the three-year period
ended 31 December 2023. The vesting schedule for the
relative TSR element of the 2021 PSP awards is set out below:
On 10 March 2023 Johan Svanstrom and Alison Dolan were
awarded shares under the PSP, which vest in March 2026 and
are exercisable from March 2028. The awards are subject to a
mixture of EPS (50% of the awards) and TSR relative to the
FTSE 350 Index (50% of the awards).
Relative TSR condition
Less than the Index
Equal to the Index
25% higher than the Index
% of award vesting
(maximum 50%)
Executive Director
Johan Svanstrom
0%
12.5%
50%
Alison Dolan
Basis of
grant
Number of
shares
Face value
of award(1)
175% of
base salary
175% of
base salary
186,170
£1,050,000
139,628
£787,500
Intermediate performance
Straight-line vesting
(1) Based on the average mid-market share price for the three consecutive days
prior to grant, taken from the Daily Official List, of £5.64.
At the end of the performance period, Rightmove’s TSR
was -8% compared to 29% for the FTSE 350 Index. This
performance is below the Index and therefore this part of
the PSP award will lapse in full.
Rightmove’s underlying EPS growth is measured over a
period of three financial years (2021 to 2023); the vesting
schedule is set out below:
Underlying EPS(1) growth
from 2021 to 2023
Less than 87%
87%
95%
% of award vesting
(maximum 50%)
0%
12.5%
50%
Between 87% and 95%
Straight-line vesting
(1) Underlying basic earnings per share is defined as underlying profit (profit for the
year before share-based payments charges including the related National
Insurance and appropriate tax adjustments), divided by the weighted average
number of ordinary shares in issue for the period.
At the end of the performance period, underlying EPS was
25.2p which is 95% higher than underlying EPS of 12.9p for
the base year 2020. Therefore, 50% of the award will vest on
3 March 2024 and will be exercisable following a two-year
holding period, on 3 March 2026.
104 | Rightmove plc | Annual Report 2023
The vesting schedule for the relative TSR element of
Executive Directors’ 2023 PSP awards is set out below. It is
consistent with the TSR condition used for previous grants
under the share option plan and will be assessed against the
FTSE 350 Index. Performance will be measured over three
financial years.
Relative TSR condition
Less than the Index
Equal to the Index
25% higher than the Index
% of award vesting
(maximum 50%)
0%
12.5%
50%
Intermediate performance
Straight-line vesting
Rightmove’s EPS growth will be measured over a period of
three financial years (2023-2025). The EPS figure used will be
equivalent to the Group’s underlying EPS.(1)
The following vesting schedule will apply for Executive
Directors’ awards granted in 2023:
Underlying EPS(1) growth from
2023 to 2025
Less than 24%
24%
31%
% of award vesting
(maximum 50%)
0%
12.5%
50%
Between 24% and 31%
Straight-line vesting
(1) Underlying basic earnings per share is defined as underlying profit (profit for the
year before share-based payments charges, including the related National
Insurance and appropriate tax adjustments), divided by the weighted average
number of ordinary shares in issue for the period.
The benchmark underlying EPS for the financial year 2022
from which these targets will be measured is 23.8p.
Share-based incentives held by the Executive Directors and not exercised as at 31 December 2023
(audited)
d
e
t
n
a
r
g
e
t
a
D
d
e
s
a
b
–
e
r
a
h
S
Executive Directors
Johan Svanstrom
10/03/2023
(PSP)
01/10/2023
(Sharesave)
21/11/2023
(SIP)
3
2
0
2
y
r
a
u
n
a
J
1
i
i
d
n
e
d
v
d
/
d
e
t
n
a
r
G
l
d
e
h
s
e
v
i
t
n
e
c
n
i
p
u
–
l
l
o
r
e
c
i
r
p
e
s
c
r
e
x
E
i
– 186,170(1)
£0.00
–
–
4,140(2)
£4.48
600
£0.00
Total
–
190,910
–
3
2
0
2
y
r
a
u
n
a
J
1
i
i
d
n
e
d
v
d
/
d
e
t
n
a
r
G
l
d
e
h
s
e
v
i
t
n
e
c
n
i
d
e
t
n
a
r
g
e
t
a
D
d
e
s
a
b
–
e
r
a
h
S
p
u
–
l
l
o
r
Peter Brooks–Johnson(4)
06/03/2019
(PSP)
17/09/2020
(PSP)
30/09/2020
(Sharesave)
03/03/2021
(PSP)
03/03/2021
(DSBP)
02/03/2022
(PSP)
02/03/2022
(DSBP)
52,436
143,034
1,754
153,062
16,989
136,689
68,891
Total
572,855
–
–
–
–
–
–
–
e
c
i
r
p
e
s
c
r
e
x
E
i
£0.00
£0.00
£5.13
£0.00
£0.00
£0.00
£0.00
–
e
c
i
r
p
e
r
a
h
s
e
g
a
r
e
v
A
i
e
s
c
r
e
x
e
f
o
e
t
a
d
t
a
–
–
–
–
e
c
i
r
p
e
r
a
h
s
e
g
a
r
e
v
A
i
e
s
c
r
e
x
e
f
o
e
t
a
d
t
a
–
–
–
–
–
–
–
–
i
d
e
s
c
r
e
x
E
–
–
–
–
i
d
e
s
c
r
e
x
E
–
–
–
–
–
–
–
–
3
2
0
2
r
e
b
m
e
c
e
D
1
3
e
t
a
d
g
n
i
t
s
e
V
e
t
a
d
y
r
i
p
x
E
l
t
a
d
e
h
s
e
v
i
t
n
e
c
n
i
d
e
s
a
b
–
e
r
a
h
S
186,170
10/03/2026 10/03/2030
4,140
01/11/2026 30/04/2027
600
21/12/2026
–
d
e
s
p
a
L
–
–
–
–
190,910
l
t
a
d
e
h
s
e
v
i
t
n
e
c
n
i
d
e
s
a
b
–
e
r
a
h
S
)
3
(
d
e
s
p
a
L
3
2
0
2
h
c
r
a
M
6
e
t
a
d
g
n
i
t
s
e
V
e
t
a
d
y
r
i
p
x
E
–
–
–
–
–
–
–
–
52,436
06/03/2022 05/03/2024
143,034
17/09/2023 17/09/2027
1,754
01/11/2023 30/04/2024
153,062
03/03/2024 03/03/2028
16,989
03/03/2023 03/03/2024
136,689
02/03/2025 03/03/2029
68,891
02/03/2024 02/03/2025
572,855
Rightmove plc | Annual Report 2023 | 105
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Directors’ Remuneration report continued
Share-based incentives held by the Executive Directors and not exercised as at 31 December 2023
(audited) continued
£0.00
4,192
£5.59
3
2
0
2
y
r
a
u
n
a
J
1
i
i
d
n
e
d
v
d
/
d
e
t
n
a
r
G
l
d
e
h
s
e
v
i
t
n
e
c
n
i
d
e
t
n
a
r
g
e
t
a
D
d
e
s
a
b
–
e
r
a
h
S
p
u
–
l
l
o
r
e
c
i
r
p
e
s
c
r
e
x
E
i
84,970
601
£0.00
3,508
116,906
4,192(5)
104,400
52,618
500
–
–
–
–
–
–
£5.13
£0.00
£0.00
£0.00
£0.00
– 139,628(1)
£0.00
–
–
53,779(6)
£0.00
600
£0.00
Alison Dolan
17/09/2020
(PSP)
30/09/2020
(Sharesave)
03/03/2021
(PSP)
03/03/2021
(DSBP)
02/03/2022
(PSP)
02/03/2022
(DSBP)
21/12/2022
(SIP)
10/03/2023
(PSP)
10/03/2023
(DSBP)
21/11/2023
(SIP)
e
c
i
r
p
e
r
a
h
s
e
g
a
r
e
v
A
i
e
s
c
r
e
x
e
f
o
e
t
a
d
t
a
–
–
–
i
d
e
s
c
r
e
x
E
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3
2
0
2
r
e
b
m
e
c
e
D
1
3
e
t
a
d
g
n
i
t
s
e
V
e
t
a
d
y
r
i
p
x
E
l
t
a
d
e
h
s
e
v
i
t
n
e
c
n
i
d
e
s
a
b
–
e
r
a
h
S
d
e
s
p
a
L
63,897
21,674
17/09/2023 17/09/2027
–
–
–
–
–
–
–
–
3,508
01/11/2023 30/04/2024
116,906
03/03/2024 03/03/2028
–
03/03/2023 03/03/2024
104,400
02/03/2025 02/03/2029
52,618
02/03/2024 02/03/2025
500
21/12/2025
–
139,628
10/03/2026 10/03/2030
53,779
10/03/2025 10/03/2026
–
600
21/12/2026
–
63,897
493,613
Total
367,094
194,608
–
4,192
(1) On 10 March 2023 the Executive Directors were awarded nil cost performance shares under the PSP, which vest in March 2026 and are exercisable from March 2028.
The average mid-market share price for the three consecutive preceding days, used to calculate the number of shares awarded, was £5.64.
(2) On 29 September 2023, Johan Svanstrom was granted a Sharesave option over 4,140 shares at an exercise price of £4.48. The options will be exercisable from
1 November 2026.
(3) As a result of leaving Rightmove in May 2023, Peter Brooks-Johnson forfeited a pro-rated number of options on the PSP schemes as follows: 2021 PSP 33,019 options
(resulting in retained options of 120,043), 2022 PSP 75,148 options (resulting in retained options of 61,541).
(4) The table relating to Peter Brooks-Johnson is as at 6 March 2023, the date that Peter stepped down from the Board.
(5) The deferred shares granted under the DSBP on 3 March 2021 vested in March 2023. Alison Dolan exercised the nil cost option over 4,192 shares on 6 December 2023
and sold 2,012 shares at an average market price of £5.59 to cover the resulting tax liability and retained the balance of 2,180 shares.
(6) On 10 March 2023 Alison Dolan was awarded nil cost deferred shares under the DSBP, which vest in March 2025. The average mid-market price for the three consecutive
preceding days, used to calculate the number of shares awarded, was £5.64.
Dilution (audited)
All existing Executive share-based incentives can be satisfied from shares held in the Rightmove Employees’ Share Trust
(EBT) and shares held in treasury. It is intended that the 2024 share-based incentive awards will also be settled from shares
currently held in the EBT or from shares held in treasury without any requirement to issue further shares.
During 2023, Treasury shares were used to satisfy DSBP and PSP exercises of 476,025 shares, representing 0.06% of the
issued share capital (less Treasury shares) as at 31 December 2023.
106 | Rightmove plc | Annual Report 2023
Directors’ interests in shares (audited)
The beneficial and family interests of each person who served as a Director during 2023 in the share capital of the Company
were as follows:
Interests in ordinary shares of 0.1p
Interests in share-based incentives
At
31 December 2023(1)
At
1 January 2023
PSP & DSBP
awards
(unvested)
PSP & DSBP
Awards
(vested but
unexercised)
SAYE awards
(vested but
unexercised)
Options
(unvested)
Share
Incentive
Plan
2,017,302
2,017,302
501,676
69,425
–
–
186,170
467,331
–
21,674
3,508
–
–
1,754
4,140
–
600
1,100
Executive Directors
Peter Brooks-Johnson(1)
Johan Svanstrom
Alison Dolan
Non–Executive Directors
Andrew Fisher
Jacqueline de Rojas
Rakhi Goss-Custard(2)
Andrew Findlay
Lorna Tilbian
Kriti Sharma
Amit Tiwari
10,000
2,180
20,000
1,880
5,440
–
–
–
–
20,000
1,880
5,440
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Total
2,056,802
2,044,622
1,155,177
91,099
3,508
5,894
1,700
(1) Peter Brooks-Johnson’s interest in shares is shown as 6 March 2023 being the date that he stepped down from the Board.
(2) Rakhi Goss-Custard’s interest in shares is shown as at 5 May 2023 being the date she stepped down from the Board.
- The Company’s shares in issue (including 11,709,197 shares held in treasury) as at 31 December 2023 was 813,449,619
ordinary shares of 0.1p each (2022: 837,401,085 ordinary shares of 0.1p each).
- The closing share price of the Company was £5.76 as at 31 December 2023. The lowest and highest share prices during the
year were £4.63 and £6.15 respectively.
- The Executive Directors are regarded as being interested, for the purposes of the Act, in 1,029,919 ordinary shares of 0.1p
each (2022: 1,375,963 ordinary shares of 0.1p each) in the Company held by the EBT at 31 December 2023 as they are,
together with other employees, potential beneficiaries of the EBT.
- The Directors’ beneficial holdings represented 0.26% of the Company’s shares in issue as at 31 December 2023
(2022: 0.24%), excluding shares held in treasury.
- There have been no changes to the share interests of continuing Directors between the year-end and the date of this report.
Rightmove plc | Annual Report 2023 | 107
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ Remuneration report continued
Share ownership guidelines (audited)
Executive Director share ownership guidelines are set out in the Remuneration Policy on the Company’s website.
The interests of the Executive Directors in office at 31 December 2023 in the share capital of the Company as a percentage
of base salary were as follows:
Number of
shares held
beneficially at
31 December 2023
Number of
vested,
unexercised
share awards
Base salary
1 January 2024
Value of
shares at
31 December 2023(1)
Value of
shares as a %
of base salary
Guideline met
(200% of salary)
Executive Directors
Peter Brooks-Johnson(2)
Johan Svanstrom
Alison Dolan
£531,196
£624,000
£468,000
2,017,302
69,425
£11,831,376
10,000
2,180
-
£59,459
25,182
£874,618
2227%
10%
187%
Yes
No(3)
No(3)
(1) Based on the closing share price on 31 December 2023: £5.76 per share; multiplied by the number of beneficially owned shares plus vested share awards and shares
under awards no longer subject to performance on a net of tax basis.
(2) Peter Brooks-Johnson’s share ownership and salary is shown as 6 March 2023 being the date that he stepped down from the Board.
(3) Executive Directors are required to retain at least half of any share awards vesting or exercised (after selling sufficient shares to meet the exercise price and to pay any
tax liabilities due) until they have met the shareholding guideline.
Payments to past Directors and payments for loss of office
There were no payments to past Directors for loss of office during 2023.
Details of outstanding share awards for Peter Brooks-Johnson, our former Chief Executive officer who stepped down from
the Board on 6 March 2023 (and left the Company on 9 May 2023) are detailed below. Outstanding awards will vest in line with
performance conditions for the PSP and the normal vesting dates for DSBP and PSP awards.
Rightmove Performance Share Plan (PSP)
Unvested PSP awards were pro-rated for time elapsed from the date of grant to 9 May 2023 and vest on the original vesting
dates. The 2019 PSP award, which was prorated for 25% performance, vested in 2022 and was exercised at a market value of
£5.75. The 2020 PSP award, which was prorated for 28.4% performance, vested in September 2023 and was exercised at a
market value of £5.82.
Details of all awards are set out in the table below.
Award Date
6 March 2019
17 September 2020
3 March 2021
2 March 2022
Performance
Period
1 January 2019 to
31 December 2021
1 January 2020 to
31 December 2022
1 January 2021 to
31 December 2023
1 January 2022 to
31 December 2024
Normal
Vesting Date
6 March 2022
17 September 2023(2)
3 March 2024
2 March 2025
Award
(number of shares)
Pro-rated award
(number of shares)
204,746
143,034
153,062
136,689
52,436(1)
36,169(2)
120,043
61,541
All awards are subject to EPS and TSR performance conditions on vesting before dividend roll-up is applied.
(1) Pro-rated by 25% for performance including 1,250 shares for dividend roll up and exercised at a market value of £5.75.
(2) Pro-rated for time served and by 24.8% for performance conditions on vesting before dividend roll up was applied. Exercised on 10 October 2023 at a market value of
£5.82. Peter sold sufficient shares for the purposes of covering tax and NI liabilities and has retained the residual shares, as permitted under the Plan Rules. At the time
of exercise, Peter retained a shareholding which significantly exceeded the post-employment shareholding guidelines.
108 | Rightmove plc | Annual Report 2023
200
180
160
140
120
100
80
60
8
1
c
e
D
+88%
+26%
+23%
1
2
c
e
D
9
1
c
e
D
0
2
c
e
D
Rightmove
FTSE 100
FTSE 350
Source: Thomson Reuters
This graph shows the value, by 31 December 2021, of £100 invested in Rightmove on 31 December 2018,
compared with the value of £100 invested in the FTSE 100 and the FTSE 350 Indices on a daily basis.
Rightmove Deferred Share Bonus Plan (DSBP)
DSBP awards granted in respect of prior years’ performance will vest or have vested in full on the original vesting dates.
Award Date
3 March 2021(1)
2 March 2022
10 March 2023
Performance Period
Normal Vesting Date
Award (number of shares)
1 January 2020 to 31 December 2020
1 January 2021 to 31 December 2021
3 March 2023
2 March 2024
1 January 2022 to 31 December 2022
10 March 2025
16,989
68,891
70,412
(1) The deferred shares granted under the DSBP on 3 March 2021 vested in March 2023. Peter Brooks-Johnson exercised the nil cost option over 16,989 shares on
8 October 2023 and sold all the shares at an average market price of £5.75 per share.
Total shareholder return (TSR)
The graph below compares the TSR of Rightmove’s shares against the FTSE 100 Index and the FTSE 350 Index for the
ten-year period from 1 January 2013 to 31 December 2023. TSR is the product of movements in the share price plus
dividends reinvested on the ex-dividend date. It illustrates the value of £100 invested in Rightmove’s shares and in the
FTSE 100 Index and the FTSE 350 Index over that period.
As required by the Act, the Company’s TSR performance is shown against a recognised broad-based share index; the
FTSE 100 and the FTSE 350 indices are both considered appropriate comparators.
TSR Graph – ten years
350
300
250
200
150
100
50
0
3
1
c
e
D
4
1
c
e
D
5
1
c
e
D
6
1
c
e
D
7
1
c
e
D
8
1
c
e
D
9
1
c
e
D
0
2
c
e
D
1
2
c
e
D
2
2
c
e
D
+136%
+68%
+67%
3
2
c
e
D
Rightmove
FTSE 100
FTSE 350
Source: Re�nitiv Datastream
This graph shows the value, by 31 December 2023, of £100 invested in Rightmove on 31 December 2013, compared with the value of £100 invested in the FTSE 100
and the FTSE 350 Indices on a daily basis.
Rightmove plc | Annual Report 2023 | 109
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Directors’ Remuneration report continued
Total remuneration for the Chief Executive Officer
The table below shows the total remuneration figure for the Chief Executive Officer over a ten-year performance period.
The total remuneration figure includes the annual bonus and long-term incentive awards that vested based on performance
in those years.
Year
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
Executive
Johan Svanstrom(1)
Peter Brooks-Johnson(1)
Peter Brooks-Johnson
Peter Brooks-Johnson
Peter Brooks-Johnson
Peter Brooks-Johnson
Peter Brooks-Johnson
Peter Brooks-Johnson(2)
Nick McKittrick(1)
Nick McKittrick
Nick McKittrick
Nick McKittrick
Total single
figure £(3)
1,234,769
435,097
1,399,774
1,673,673
960,827
2,155,759
1,490,178
504,557
1,223,443
2,126,923
2,300,349
1,599,610
Annual bonus outturn
(% of maximum)
Long–term
incentive outturn
(% of maximum)
79%
79%
71%
84%
18.5%
65%
78%
60%
n/a
92%
100%
70%
–
50%
26%
25%
25%
85%
67%
100%
100%
100%
100%
92%
(1) Peter Brooks-Johnson was Chief Executive Officer from 9 May 2017 and stepped down from the Board on 6 March 2023 and received his salary and benefits to the end
of his notice period on 9 May 2023. Johan Svanstrom was appointed as an Executive Director on 20 February 2023 and as Chief Executive Officer on 6 March 2023.
(2) Nick McKittrick was Chief Executive Officer and a Director until 9 May 2017 and retired from Rightmove on 30 June 2017. Peter Brooks-Johnson was appointed
Chief Executive Officer on 9 May 2017.
(3) The total remuneration figure provided is as disclosed in the relevant year’s DRR.
110 | Rightmove plc | Annual Report 2023
Percentage change in the remuneration of Directors compared with employees
The table below sets out the percentage change in the remuneration of all the Directors of the Company compared with the
average of all employees between 2022 and 2023, based on the figures shown in the single figure tables above.
% increase/(decrease) in remuneration of the Directors compared with the average of all employees
between 2022 and 2023
between 2021 and 2022
between 2020 and 2021
Salary or fees
Benefits
Bonus Salary or fees(6)
Benefits
Bonus Salary or fees(6)
Benefits
Bonus
100.0% 100.0% 100.0%
(81.0%)
(61.2%)
(100%)
3.0% (3.0%)
(12.7%)
8.0% (2.4%) 358.6%
10.9%
10.1% 23.4%
3.0% 100% (12.7%)
217.4% 1,112% 1,319.5%
32.2%
14.9%
10.7%
(60.1%)
10.7%
13.6%
100%
22.8%
3.0%
3.0%
3.0%
3.0%
3.0%
3.0%
8.0%
16.9%
8.0%
8.0%
8.0%
8.0%
3.9%
0.3%
2.4% 1.9%
34.4%
6.2%
7.8% (4.3%)
Johan Svanstrom(1)
Peter Brooks-Johnson(2)
Alison Dolan
Andrew Fisher(3)
Jacqueline de Rojas
Andrew Findlay(3)
Rakhi Goss-Custard(4)
Lorna Tilbian(3)
Amit Tiwari(3)
Kriti Sharma(5)
Employees
(1) Johan Svanstrom was appointed to the Board on 6 March 2023 and has no prior year earnings from Rightmove.
(2) Peter Brooks-Johnson stepped down from the Board on 6 March and received his salary and benefits to the end of his notice period on 9 May 2023.
(3) The basic NED fee in 2023 was increased to £65,000 with effect from 1 January 2023; the Committee Chair fee remained at £15,605 and the SID fee increased
to £12,600. (2022: Basic NED fee £57,217, Committee Chair fee £15,605, SID fee £10,300).
(4) Rakhi Goss-Custard left the Board on 5 May 2023.
(5) Kriti Sharma joined the Board on 25 July 2023 and has no prior year earnings from Rightmove.
(6) All Directors volunteered a 20% reduction in their salaries and fees for the four months from April to July 2020.
Pay ratio information in relation to the total remuneration of the Chief Executive Officer
The table below shows the total remuneration of our Chief Executive Officer compared to the equivalent remuneration for
our employees, who are all based in the UK.
We have calculated the full-time equivalent remuneration for all Group employees (as at 31 December 2023) using
the Government’s preferred Option A and identified the total remuneration figure at the 25th, 50th and 75th percentile.
We then compared each percentile figure against our CEO’s single figure for total remuneration to determine the pay ratios
set out below.
The Company believes the median pay ratio is consistent with the pay, reward and progression policies for the Company’s
UK employees taken as a whole. The pay ratio has increased between 2022 and 2023 as more of the CEO’s pay is performance
linked and variable incentives paid out at higher levels in 2023 than 2022.
25th percentile
Median
75th percentile
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
All employees
Year
Method
Option A
CEO’s total
remuneration(1)
1,669,866(2)
2023
2022
2021
2020
33,060
59,481
Option A
1,399,774
30,844
56,394
Option A
1,673,673
26,730
49,386
Option A
960,827
29,854
51,155
85,130
81,168
72,203
73,266
51
46
63
32
28
24
34
19
20
17
23
13
(1) The CEO’s total remuneration comprises salary, benefits, bonus and the value of long-term incentives, including PSP awards. The total remuneration figure provided
is as disclosed in the relevant year’s DRR.
(2) For 2023, the salary component of total pay and benefits was £28,000 at the 25th percentile, £45,879 at median, and £73,500 at the 75th percentile.
Rightmove plc | Annual Report 2023 | 111
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ Remuneration report continued
Relative importance of the spend on pay
The table below shows the total pay for all Rightmove’s employees compared to other key financial indicators.
Additional information on the number of employees, total revenue and operating profit has been provided for context.
Employee costs (refer Note 6)
Dividends paid to shareholders (refer Note 11)
Purchase of own shares (refer Note 21)
Income tax (refer Note 9)
Average number of employees (refer Note 6)(1)
Revenue
Operating profit
(1) The average number of employees includes Executive Directors and Group employees.
Year ended
31 December 2023
Year ended
31 December 2022
% change
£54,544,000
£45,474,000
£71,651,553
£67,679,188
130,000,131
£129,980,976
£60,617,151
£45,601,000
727
647
£364,316,000
£332,622,000
£258,033,000
£241,343,000
20%
6%
0%
33%
12%
10%
7%
Application of Policy for the year ending
31 December 2024
Salaries
The Executive Directors’ salaries for the 2023 and 2024
financial year are set out in the table below:
Salary
1 January 2024
Salary
31 December 2023 Change
£624,000
£468,000
£600,000*
£450,000
4%
4%
Executive Directors
Johan Svanstrom
Alison Dolan
*salary on appointment
Pension and other benefits
The Group operates a stakeholder pension plan for all
employees (including Executive Directors under the same
terms) under which Rightmove contributes 7% of base
salary, subject to the employee contributing a minimum of
4% of base salary. The Executive Directors participated in
the pension plan during the year. The Company did not
contribute to any personal pension arrangements.
The Executive Directors are enrolled on the same terms as all
employees in the Group’s private medical insurance scheme,
the medical cash plan and receive life assurance cover equal
to four times base salary.
Annual bonus
The usual bonus award will remain as 175% of salary for the
bonus in line with previous years, and targets will be set in the
usual manner. There will be an additional 10% of salary, which
can only be achieved for outperformance of the maximum
target on the operating profit element. This will result in the
effective maximum for the bonus for our Executive Directors
becoming 185% of salary, but only for exceptional
performance. This profit outperformance feature will also be
appropriately cascaded down through the bonus population.
Awards will be subject to deferral (40% cash and 60% shares).
The performance measures for 2024 have been adjusted to
reflect Rightmove’s ambitious new business strategy. The
Committee will continue to use underlying operating profit(1)
as an appropriate measure for the 2024 bonus awards. Traffic
market share will also continue to be retained. Reflecting our
recently agreed strategic priorities, Commercial Real Estate
and Mortgages are two key business areas that will be
introduced to the performance measures to align Executives
with the new strategy.
112 | Rightmove plc | Annual Report 2023
Measure
Financial target
Underlying operating
profit(1)
Strategic targets
Traffic market share(2)
Commercial Real
Estate(3)
Mortgages Revenue(4)
Combined E&S(5)
Total
The performance measures and weightings for the 2024
financial year are as follows:
As a % of maximum
bonus opportunity Maximum (% of salary)
60% 105% of salary plus
10% of salary for
outperformance
The usual award of 175% of salary will be granted in line with
previous years and will include an additional 5% of salary, which
can only be achieved for outperformance of the maximum
target on the revenue element. This results in the effective
maximum for the PSP for our Executive Directors becoming
180% of salary, but only for exceptional performance.
The performance measures, weightings and effective
maximums applied to award levels for the 2024 financial year
are as follows:
15%
10%
10%
5%
100%
26.25% of salary
17.5% of salary
Performance measure
Weighting of each
element (% of award)
17.5% of salary
8.75%
185%
TSR element
EPS element
Revenue element
50%
25%
25%
Total
100%
Effective maximum
applied to award level
of 175% of salary
87.5% of salary
43.75% of salary
43.75% of salary
plus 5% of salary for
outperformance
(Growth of £122.5m)
180% of salary
(includes 5%
overperformance)
(1) Underlying operating profit is defined as operating profit before share-based
payments charges (including the related National Insurance).
(2) Time spent on Rightmove platforms, relative to our nearest competitors (Zoopla.
co.uk and PrimeLocation.com). Comscore MMX® Desktop only + Comscore
Mobile Metrix® Mobile Web & App, Total Audience, Custom-defined list of
Rightmove Sites, RIGHTMOVE.CO.UK, ZOOPLA.CO.UK, PRIMELOCATION.COM
(3) Commercial Real Estate customer growth.
(4) Mortgages revenue growth.
(5) E&S: employee engagement of at least 80% and increased engagement with
green site content.
The specific financial targets for the 2024 financial year are
commercially sensitive. However, retrospective disclosure of
the actual targets and performance against them will be
provided as usual in the 2024 Remuneration Report, to the
extent that they do not remain commercially sensitive at
that time.
Long-term incentives
Awards to Executive Directors under the PSP in 2024 will be
consistent with the 2023 Remuneration Policy, which
increased the maximum opportunity to 200% to provide
suitable flexibility in an increasingly competitive environment.
As outlined in the Remuneration Committee Chair’s letter, an
investor consultation has been undertaken and awards for
2024 will have a maximum bonus opportunity of 180% of
base salary.
The PSP awards granted in 2023 were based 50% each on
TSR and EPS. For the PSP awards due to be granted in 2024
(performance period of 2024-2026), we are proposing to
reduce the EPS weighting to 25% and to introduce a revenue
element, weighted at 25%. Revenue will be used as a key
measure of the effectiveness of our management in
implementing the new strategic growth agenda over the
next three years.
The awards will continue to be subject to a two-year holding
period. The 2024 targets are as follows:
EPS performance condition
The Group’s EPS growth will be measured over the period of
three financial years (2024 to 2026). The EPS figure used will
be equivalent to the Group’s underlying EPS(1). With a view to
ensuring appropriately stretching but achievable targets are
set in light of market expectations for the Group, the
following range of targets will apply to the 2024 awards:
Underlying EPS growth
from 2024 to 2026(2)
Less than 32%
32%
41%
% of award vesting
(maximum 25%)
0%
6.25%
25%
Between 32% and 41%
Straight-line vesting
(1) Underlying basic earnings per share is defined as underlying profit (profit for the
year before share-based payments charges, including the related National
Insurance and appropriate tax adjustments), divided by the weighted average
number of ordinary shares in issue for the period.
(2) The benchmark underlying EPS for the financial year 2023 from which these
targets will be measured is 23.8p.
Rightmove plc | Annual Report 2023 | 113
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ Remuneration report continued
Chair and Non–Executive Directors’ fees
The Board reviewed Non-Executive Directors’ fees and
agreed that the fees for the Chair and Non-Executive
Directors should increase by 4%, in line with the wider
workforce. It was also agreed that fees for the Audit and
Remuneration Committee Chairs and for the Senior
Independent Director would be increased to reflect
time commitments and market practice as shown in
the table below.
Role
Chair
Non-Executive Director
(basic fee)
Committee Chair (excluding the
Nomination Committee)
2023 Fees
£
2024 Fees
£
275,000
286,000
65,000
67,600
15,605
17,500
Senior Independent Director
12,600
15,000
Details of the fees paid to Directors in 2023 can be found
earlier in this report.
The targets that are intended to operate for the 2024 PSP
awards are considered to be demanding in light of the
current trading environment, the Group’s starting position,
internal financial planning, and external market expectations
for future growth. The Committee is satisfied that the
range of targets remain appropriately demanding, and
no less challenging than the range of targets set for prior
year awards.
Relative TSR performance condition
The vesting schedule for the relative TSR element of
Executive Directors’ 2024 PSP awards is set out below.
Relative TSR will be assessed against the FTSE 350 Index,
reflecting the Company’s size in terms of market
capitalisation. Performance will be measured over three
financial years.
TSR performance of the Company
relative to the FTSE 350 Index(1)
% of award vesting
(maximum 50%)
Less than the Index
Equal to the Index
25% higher than the Index
0%
12.5%
50%
Intermediate performance
Straight-line vesting
(1) If the FTSE 350 Index’s TSR was 50% over the three-year performance period,
then the Company’s TSR would have to be at least 75% for all 50% of the PSP
shares to vest.
Revenue Growth
For 2024, revenue growth will be used as a key measure of
the effectiveness of our management in implementing the
new strategic growth agenda over the next three years.
Revenue growth
from 2024 to 2026
Less than £110.9m
£116.7m
% of award vesting
(maximum 25%)(1)
0%
25%
Between £110.9m and £116.7m
Straight-line vesting
(1) An overachievement is obtainable if revenue growth exceeds £122.5m.
In the event of this over performance, maximum payout would not exceed
180% of salary.
114 | Rightmove plc | Annual Report 2023
Shareholder voting on the Remuneration Policy and Annual Report
At the AGM on 5 May 2023, shareholders again voted overwhelmingly in favour of the Directors’ Remuneration Report,
demonstrating a strong level of shareholder support for Rightmove’s management and their remuneration.
The table below shows full details of the voting outcomes for the Directors’ Remuneration Report and the Remuneration
Policy at the 2023 AGM.
Directors’ Remuneration Report
Remuneration Policy (2023)
575,159,506
548,568,121
96.17
91.73
22,894,383
49,465,976
3.83
8.27
82,373
102,165
Votes for
% Votes for
Votes against % Votes against Votes withheld(1)
(1) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast ‘For’ and ‘Against’ a resolution.
In line with the Company’s commitment to ongoing dialogue with its shareholders, the Committee has corresponded with
major shareholders to invite their feedback on the 2024 remuneration proposals.
Lorna Tilbian
Chair, Remuneration Committee
29 February 2024
Rightmove plc | Annual Report 2023 | 115
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ report
Directors’ report
The Directors submit their report together with the audited
financial statements for the Company (Number: 06426485)
and its subsidiary companies (the Group) for the year ended
31 December 2023.
The Directors’ Report includes these pages, the sections of
the Annual Report referred to in the Corporate Governance
statement and other information below which are
incorporated into the Directors’ Report by reference.
The Board has included certain disclosures in the
Strategic Report in accordance with section 414C(11)
of the Companies Act 2006 (the Act).
Corporate governance statement
The Disclosure Guidance and Transparency Rules (DTR)
require certain information to be included in a corporate
governance statement in the Directors’ Report. Information
that fulfils these requirements can be found in the Corporate
Governance Report and is incorporated into the Directors’
Report by reference.
Strategic report
The Strategic Report can be found on pages 2 to 65.
The Act requires this Annual Report to present a fair,
balanced and understandable view of Rightmove’s business
during the year ended 31 December 2023 and of the position
of the Group at the end of the financial period, together with
a description of the principal risks and uncertainties facing
the business. For the purposes of compliance with DTR 4.1
the required content of the management report can be
found in the Strategic Report and this Directors’ Report,
including the sections of the Annual Report incorporated
by reference.
Directors’ duties
A statement of how the Directors have had regard to the
need to foster the Company’s business relationships with
suppliers, customers and others, and the effect of that
regard, including on principal decisions taken by the
Company, can be found in our Section 172 Statement.
Directors
The Directors of the Company as at the date of this report
are Andrew Fisher, Alison Dolan, Jacqueline de Rojas, Andrew
Findlay, Kriti Sharma, Johan Svanstrom, Lorna Tilbian and
Amit Tiwari. Biographies of each Director can be found in the
Corporate Governance Report.
Share capital and Shareholder Voting Rights
The shares in issue, including 11,709,197 shares of 0.1p
held in treasury (2022: 12,185,222 shares) at the year-end
amounted to 813,449,619 shares of 0.1p (2022: 837,401,085
shares), with a nominal value of £813,449 (2022: £837,401).
116 | Rightmove plc | Annual Report 2023
The rights and obligations attached to each 0.1p ordinary
share are as set out in the Company’s Articles of Association.
The holders of each ordinary share in the Company are
entitled to receive dividends as declared from time to time
and are entitled to one vote per share at general meetings of
the Company. Other than the usual regulations applicable for
UK listed companies, there are no restrictions on the transfer
of the Company’s shares.
Results and dividends
The Group reported operating profit before tax for the
year of £258.0m (2022: £241.3m). The Directors are
recommending a final dividend for the year of 5.7 pence per
share (2022: 5.2p) amounting to £45.3m (2022: £42.9m).
The interim dividend for 2023 was 3.6p per share (2022: 3.3p)
bringing the total dividend for the year to 9.3p per share
(2022: 8.5p). Subject to shareholder approval at the Annual
General Meeting (AGM) on 10 May 2024, the final dividend
will be paid on 24 May 2024 to shareholders on the register
of members at the close of business on 26 April 2024.
Share buyback
The Company’s share buyback programme continued
during 2023 and of the 10% authority granted by
shareholders at the 2023 AGM, a total of 23,951,466 shares
(2022: 22,277,147 shares) were purchased in the year to
31 December 2023, being 2.9% (2022: 2.7%) of the shares
in issue (excluding shares held in treasury) at the time the
authority was granted. The average price paid per share was
£5.43 (2022: £5.83 per share) with a total consideration paid
(excluding all costs) of £130,000,000 (2022: £129,981,000).
Since January 2008 505,604,461 shares have been
purchased in total; 11,709,197 shares were held in Treasury
as at 31 December 2023, the remainder of which were
cancelled. A resolution seeking to renew this authority will
be put to shareholders at the AGM on 10 May 2024.
Shares held in trust
As at 31 December 2023, 1,029,919 shares (2022: 1,375,963
shares) were held by The Rightmove Employees’ Share
Trust (EBT) for the benefit of Group employees. These
shares had a nominal value at 31 December 2023 of
£1,030 (2022: £1,376) and a market value of £5,928,214
(2022: £7,031,171). The shares held by the EBT may be
used to satisfy share-based incentives for the Group’s
employee share plans. During 2023, 346,044 shares
(2022: 115,233 shares) were transferred to Group
employees following the exercise of share options under
the Sharesave plan and the Restricted Share Plan.
Additionally, 127,240 shares (2022: 99,476 shares) were
purchased by the EBT for transfer to the Rightmove Share
Incentive Plan Trust (SIP). The terms of the EBT provide that
dividends payable on the shares held by the EBT are waived.
As at 31 December 2023, 1,167,227 shares (2022: 930,592
shares) were held by the SIP for the benefit of Group
employees. These shares had a nominal value at
31 December 2023 of £1,167 (2022: £931) and a market
value of £6,723,227 (2022: £4,755,325). The shares held
by the SIP are awarded as free shares to eligible employees
each year and are held in trust for a period of three years
before an employee is entitled to take ownership of the
shares. During the year, 116,940 shares (2022: 85,133
shares) were transferred to Group employees under the SIP
rules. Additionally, 226,335 shares (2022: 128,774) were
purchased by the SIP to partly satisfy the all employee Free
Share Award in December 2023.
Research and development
The Group undertakes research and development activity in
order to develop new products and to continually improve
the existing property platforms. Further details are disclosed
in Note 2 to the financial statements.
Political and charitable donations
During the year the Group did not make donations to any
political party or other political organisation and did not incur
any political expenditure within the meanings of sections
362 to 379 of the Act (2022: £nil). Details of the Group’s
charitable donations are set out in the ESG Report.
Annual General Meeting
The AGM of the Company will be held at the offices of UBS,
5 Broadgate, London EC2M 2QS on 10 May 2024 at 10am.
The Notice of Annual General Meeting will be published in
March 2024.
The resolutions being proposed at the 2024 AGM include
the renewal for a further year of the limited authority of the
Directors to allot unissued share capital of the Company and
to issue shares for cash other than to existing shareholders
(in line with the Pre-Emption Group’s Statement of
Principles). A resolution will also be proposed to renew the
Directors’ authority to purchase a proportion of the
Company’s own shares. The Company will again seek
shareholder approval to hold general meetings (other than
AGMs) at 14 days’ notice. Resolutions will be proposed to
renew these authorities, which would otherwise expire at
the 2024 AGM. A resolution will also be proposed to seek
shareholder approval for the new rules of the Rightmove plc
Share Incentive Plan.
Auditor
A resolution to re-appoint Ernst & Young LLP (EY) as the
auditor of the Group will be proposed in the Notice of AGM
(2024). In accordance with section 489 of the Act, separate
resolutions for the appointment of EY and for the Audit
Committee to determine the auditor’s remuneration will
be proposed.
Audit information
So far as the Directors in office at the date of this report are
aware, there is no relevant audit information of which the
auditor is unaware and each Director has taken all reasonable
steps to make themselves aware of any relevant audit
information and to establish that the auditor is aware of
that information.
Substantial shareholdings
As at the date of this report, the following beneficial interests
in 3% or more of the Company’s issued ordinary share capital
(excluding shares held in treasury) held on behalf of the
organisations shown in the table below, had been notified to
the Company pursuant to DTR 5.1. The information provided
below was correct as at the date of notification, where
indicated this was not in the 2023 financial year. It should be
noted that these holdings are likely to have changed since
they were notified to the Company. However, notification of
any change is not required until the next applicable threshold
is crossed.
Shareholder
Nature of holding
Kayne Anderson
Rudnick
Investment
Management, LLC
BlackRock Inc(2)
Direct
American Depository
Receipts
Indirect
Contracts for
difference
Stock Lending
Indirect
Indirect
Marathon Asset
Management LLP(2)
Baillie Gifford &
Co(2)
Standard Life
Aberdeen(2)
Generation
Investment
Management LLP(2) Indirect
Indirect
Axa Investment
Managers SA(2)
Contracts for
difference
Indirect
Total voting
rights
% of total
voting
rights(1)
52,303,906
6.52%
35,297,316
4.40%
68,416,171
8.53%
1,556,760
2,925,856
42,877,709
0.19%
0.34%
5.35%
58,736,140
7.33%
45,307,190
5.65%
45,181,680
44,413,780
5.64%
5.54%
376,620
0.05%
(1) The above percentages are based upon the voting rights share capital (being the
shares in issue less shares held in treasury) of 801,740,422 as at 29 February 2024.
(2) Date of notification preceded the 2023 financial year.
Rightmove plc | Annual Report 2023 | 117
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Directors’ report continued
Articles of Association
Branches
Neither the Company nor its subsidiaries have branches
outside the UK.
Other Information
Information
Location in Annual Report
Financial instruments and
financial risk management
Notes 3 and 24, Financial
Statements
Appointment, removal and
powers of Directors
Future developments of the
Group’s business
Employee engagement
Employee share schemes
Health and safety and
employee-related policies
including diversity and disability
Corporate Governance Report
Strategic Report(1)
Strategic Report:
ESG Report(1)
Strategic Report: ESG Report(1)
and Directors’ Remuneration
Report
Strategic Report: ESG Report(1)
Movements in share capital
Note 21, Financial Statements
Share-based incentives
Note 23, Financial Statements
Long-term incentive plans
Energy and Greenhouse
Gas Report
Fair, balanced and
understandable
Directors’ Remuneration Report
Strategic Report: ESG Report(1)
Audit Committee report
and Directors’ statement of
responsibilities
Directors’ indemnities
Corporate Governance Report
(1) The Board has taken advantage of section 414C(11) of the Act to include
disclosures in the Strategic Report on the items indicated above.
The Directors’ Report was approved by the Board on
29 February 2024.
Signed on behalf of the Board
Johan Svanstrom
Chief Executive Officer
29 February 2024
Any amendment to the Articles may be made in accordance
with the provisions of applicable English law concerning
companies, specifically the Act (as amended from time to
time), by way of special resolution at a general meeting of
the shareholders.
Indemnification of Directors
The Articles of Association of the Company allow for a
qualifying third-party indemnity provision for the purposes
of s234 of the Act between the Company and its past and
present Directors and officers, which remains in force at the
date of this report. The Group has also arranged Directors’
and Officers’ insurance cover in respect of legal action
against the Directors. Neither our indemnity nor the
insurance provides cover in the event that a Director is
proven to have acted dishonestly or fraudulently.
The Company has a Share Dealing Code setting out the
process and timing for dealing in shares, which is compliant
with the Market Abuse Regulation. The Share Dealing Code
applies to all Directors, who are persons discharging
managerial responsibility, and other insiders.
Compensation for loss of office
There are no additional agreements between the Company
and its Directors or employees providing for compensation
for loss of office or employment that occurs because of a
takeover bid, except that provisions of the Company’s share
plans may allow options and awards granted to Directors and
employees to vest on a takeover.
Transactions with related parties
During the year under review neither the Company nor its
subsidiaries entered into any material transactions with any
related parties, other than those disclosed in Note 25 to
the financial statements.
Post-balance sheet events
On 1 February 2024, the Group acquired 100% of the equity
capital and voting rights of Homeviews Platform Limited
(Homeviews) for a total cash consideration of £8m.
Homeviews is the UK’s biggest community of verified
resident reviews of property developments, with a
particular focus on the Build to Rent sector.
Due to the timing of the acquisition being after 31 December
2023, the results of Homeviews are not included in our
financial statements for the year ended 31 December 2023
and the acquisition accounting has not yet been completed.
In line with IFRS3, the price accounting for the acquisition will
be finalised within 12 months of the acquisition date.
Other than the above transaction, there were no other
subsequent events, between 31 December 2023 and the
reporting date, in either the Company or Group.
118 | Rightmove plc | Annual Report 2023
Governance | Directors’ Responsibilities statement
Statement of Directors’ responsibilities in respect
of the annual report and the financial statements
The Directors are responsible for preparing the Annual
Report and the Group and parent Company financial
statements in accordance with applicable law and regulations.
that are free from material misstatement, whether due
to fraud or error, and have general responsibility for taking
such steps as are reasonably open to them to safeguard the
assets of the Group and to prevent and detect fraud and
other irregularities.
Company law requires the Directors to prepare Group and
parent Company financial statements for each financial year.
Under that law they are required to prepare the Group
financial statements in accordance with UK-adopted
international accounting standards and applicable law and
have elected to prepare the parent Company financial
statements on the same basis. In addition, the Group financial
statements are required under the UK Disclosure Guidance
and Transparency Rules to be prepared in accordance with UK
adopted International Financial Reporting Standards.
Under company law the Directors must not approve the
financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Group and
parent Company and of the Group’s profit or loss for that
period. In preparing each of the Group and parent Company
financial statements, the Directors are required to:
•
present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
provide additional disclosures when compliance with the
specific requirements in IFRSs is insufficient to enable
users to understand the impact of particular transactions,
other events and conditions on the group and company
financial position and financial performance;
select suitable accounting policies and then apply them
consistently;
make judgements and estimates that are reasonable,
relevant and reliable;
state whether they have been prepared in accordance
with UK-adopted international accounting standards;
assess the Group and parent Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern; and
use the going concern basis of accounting unless they
either intend to liquidate the Group or the parent
Company or to cease operations, or have no realistic
alternative but to do so.
•
•
•
•
•
•
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the parent Company’s transactions and disclose with
reasonable accuracy at any time the financial position of the
parent Company and enable them to ensure that its financial
statements comply with the Companies Act 2006. They are
responsible for such internal controls as they determine are
necessary to enable the preparation of financial statements
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and Corporate
Governance Statement that complies with that law and
those regulations. The Directors are responsible for the
maintenance and integrity of the corporate and financial
information included on the Company’s website. Legislation
in the UK governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
Responsibility statement of the Directors in
respect of the annual financial report
We confirm that to the best of our knowledge:
•
the financial statements, prepared in accordance with the
UK adopted international accounting standards, give a
true and fair view of the assets, liabilities, financial position
and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole; and
the strategic report/Directors’ report includes a fair review
of the development and performance of the business and
the position of the issuer and the undertakings included in
the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that
they face.
•
We consider the annual report and accounts, taken as a
whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Group’s
position and performance, business model and strategy.
Signed on behalf of the Board:
Johan Svanstrom
Chief Executive Officer
Alison Dolan
Chief Financial Officer
29 February 2024
Rightmove plc | Annual Report 2023 | 119
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Independent auditor’s report to the members of Rightmove plc
The financial reporting framework that has been applied in
their preparation is applicable law and UK adopted
international accounting standards and as regards the parent
company financial statements, as applied in accordance with
section 408 of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of the
financial statements section of our report. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion
Independence
We are independent of the group and parent in accordance
with the ethical requirements that are relevant to our audit of
the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the group or the parent
company and we remain independent of the group and the
parent company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the Directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group
and parent company’s ability to continue to adopt the going
concern basis of accounting included:
•
We understood the process undertaken by management
to perform the going concern assessment, including any
impacts of the macroeconomic environment;
We obtained management’s going concern assessment,
including the cash flow forecasts for the going concern
period to 30 June 2025;
•
Auditor’s report
Opinion
In our opinion:
•
Rightmove plc’s group financial statements and parent
company financial statements (the “financial statements”)
give a true and fair view of the state of the group’s and of
the parent company’s affairs as at 31 December 2023 and
of the group’s profit for the year then ended;
the group financial statements have been properly
prepared in accordance with UK adopted international
accounting standards;
the parent company financial statements have been
properly prepared in accordance with UK adopted
international accounting standards as applied in
accordance with section 408 of the Companies Act 2006;
and
the financial statements have been prepared in
accordance with the requirements of the Companies
Act 2006.
•
•
•
We have audited the financial statements of Rightmove plc
(the ‘parent company’) and its subsidiaries (the ‘group’) for
the year ended 31 December 2023 which comprise:
Parent company
Company statement of
financial position as at
31 December 2023
Company statement of
changes in shareholders’
equity for the year then
ended
Company Statement of
cash flows for the year
then ended
Related notes 1 to 27 to
the financial statements
including material
accounting policy
information
Group
Consolidated statement of
financial position as at
31 December 2023
Consolidated statement of
comprehensive income for the
year then ended
Consolidated statement of cash
flows for the year then ended
Consolidated statement of
changes in shareholders’ equity
for the year then ended
Related notes 1 to 27 to the
financial statements, including
material accounting policy
information
120 | Rightmove plc | Annual Report 2023
•
We assessed the reasonableness of all key assumptions,
namely revenue performance per revenue stream and
operating margin. This has been performed by:
- checking the arithmetical and logical accuracy of
management’s model;
- agreeing opening cash to the audited 2023 position;
- assessing the historical forecasting accuracy of the
Group by comparing actual revenue and operating profit
to forecast for previous years;
- comparing the revenue forecasts to the revenues
generated in 2023, planned price increases and historical
changes in customer numbers; and
- checking for consistency of the forecasts with other
areas of the audit including impairment assessment.
We compared current trading performance to
management’s going concern forecast by obtaining the
latest available management accounts to identify any
issues with current trading and cashflows;
We also considered the impact of Rightmove’s climate
commitments on the cash flow forecasts;
We recalculated the results of the sensitivity testing
performed by management to determine the impact of
reasonably possible fluctuations in key assumptions on
the Group’s available liquidity;
We compared the reduction in revenues assumed in the
most severe scenario presented by management, to the
revenue declines demonstrated during recent economic
crises/COVID-19. We have also compared the forecast
result to reports from analysts;
We performed reverse stress testing to establish the level
of change in revenue necessary to cause a liquidity breach
and considered the likelihood of such a change;
We considered the further mitigating actions available to
the Group, such as reducing marketing and headcount
costs. We have also considered the feasibility of
management being able to execute such mitigating
actions, when considering the likelihood of the reverse
stress testing scenario; and
We reviewed the appropriateness of management’s going
concern disclosure in describing its ability to continue to
operate as a going concern from the date of approval of
the financial statements to 30 June 2025.
•
•
•
•
•
•
•
We observed that in management’s base case and in the
downside sensitivities that there is liquidity headroom
without taking the benefit of any identified controllable
mitigations. Furthermore, management’s reverse stress test
scenario to model the extent of revenue reduction compared
to forecasts required to exhaust available liquidity during the
going concern assessment period is considered by the
Directors to be remote.
Based on the work we have performed, we have not
identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast
significant doubt on the group and parent company’s ability
to continue as a going concern for a period to 30 June 2025.
In relation to the group and parent company’s reporting on
how they have applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to in
relation to the Directors’ statement in the financial
statements about whether the Directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors
with respect to going concern are described in the relevant
sections of this report. However, because not all future
events or conditions can be predicted, this statement is
not a guarantee as to the group’s ability to continue as a
going concern.
Overview of our audit approach
Audit scope
• We performed an audit of the complete
financial information of three components.
• The components where we performed full
audit procedures accounted for 99% of Profit
before tax, 99% of Revenue and 98% of Total
assets.
• Revenue Recognition
• Overall group materiality of £13.0m which
represents 5% of Profit before tax.
Key audit
matters
Materiality
Rightmove plc | Annual Report 2023 | 121
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Auditor’s report continued
An overview of the scope of the parent company
and group audits
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality
and our allocation of performance materiality determine
our audit scope for each company within the Group.
Taken together, this enables us to form an opinion on the
consolidated financial statements. We take into account size,
risk profile, the organisation of the group and effectiveness
of group-wide controls, changes in the business
environment, the potential impact of climate change and
other factors such as recent Internal audit results when
assessing the level of work to be performed at each company.
In assessing the risk of material misstatement to the Group
financial statements, and to ensure we had adequate
quantitative coverage of significant accounts in the financial
statements, of the five reporting components of the Group,
we selected three components covering entities within the
United Kingdom, which represent the principal business
units within the Group.
Of the three components selected, we performed an audit
of the complete financial information of three components
(“full scope components”) which were selected based on
their size or risk characteristics.
The reporting components where we performed audit
procedures accounted for 99% (2022: 99%) of the Group’s
Profit before tax, 99% (2022: 99%) of the Group’s Revenue
and 98% (2022: 98%) of the Group’s Total assets.
Of the remaining two components that together represent
1% of the Group’s Profit before tax, none are individually
greater than 1% of the Group’s Profit before tax. For these
components, we performed other procedures, including
analytical review, testing of consolidation journals and
intercompany eliminations, and testing cash confirmations
to respond to any potential risks of material misstatement to
the Group financial statements.
Changes from the prior year
There are no changes in scoping in comparison to the
prior year.
Involvement with component teams
All audit work performed for the purposes of the audit was
undertaken by the Group audit team.
Climate change
Stakeholders are increasingly interested in how climate
change will impact Rightmove plc. The Group has
determined that the most significant future impacts from
climate change on their operations will be from transitional
risks (such as customer demand for greater environmental
diligence and heating regulations) and physical risks (such as
extreme weather on data centres). These are explained on
pages 39-40 in the required Task Force for Climate related
Financial Disclosures. They have also explained their climate
commitments on pages 42-44. All of these disclosures form
part of the “Other information”, rather than the audited
financial statements. Our procedures on these unaudited
disclosures therefore consisted solely of considering
whether they are materially inconsistent with the financial
statements or our knowledge obtained in the course of the
audit or otherwise appear to be materially misstated, in line
with our responsibilities on “Other information”.
In planning and performing our audit we assessed the
potential impacts of climate change on the Group’s business
and any consequential material impact on its financial
statements.
As explained in Note 1 General information, judgements and
estimates to the consolidated financial statements, the
Group concluded that there were no factors identified that
would have a material impact on the Group’s financial
reporting judgements and estimates in the current year.
Governmental and societal responses to climate change
risks are still developing, and are interdependent upon each
other, and consequently financial statements cannot capture
all possible future outcomes as these are not yet known.
122 | Rightmove plc | Annual Report 2023
Our audit effort in considering climate change was focused
on the adequacy of the Group’s disclosures in the financial
statements and their conclusion that no issues were identified
that would impact the financial statements for Rightmove plc.
We also challenged the Directors’ considerations of climate
change risks in their assessment of going concern and viability
and associated disclosures. Where considerations of climate
change were relevant to our assessment of going concern,
these are described above.
Based on our work we have not identified the impact of
climate change on the financial statements to be a key audit
matter or to impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
financial statements of the current period and include the
most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These
matters included those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit;
and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the
financial statements as a whole, and in our opinion thereon,
and we do not provide a separate opinion on these matters.
Key observations
communicated
to the Audit
Committee
Based on our
procedures
performed, we
concluded that
revenue recognised
in the year, and
revenue deferred
as at 31 December
2023, was
appropriate.
Risk
Our response to the risk
Revenue recognition
(£364.3m, 2022: £332.6m)
Walkthroughs and controls
• We performed walkthroughs of each significant class of revenue
Refer to the Audit
Committee Report (page 79;
Accounting policies (page
138); and Note 4 of the
Consolidated Financial
Statements (page 145)
The Group reported
revenues of £364.3m for the
year ended 31 December
2023. The key revenue
streams, being Agency
and New Homes, consist
of subscription fees and
customer spend on
additional advertising
products in respect of
properties listed on
Rightmove platforms.
There is a risk that revenue is
recognised incorrectly, as a
result of fraud/error
particularly where manual
journal entries are posted.
Management reward and
incentive schemes based
on achieving profit targets
may also place pressure on
management to manipulate
revenue recognition.
transactions and assessed the design effectiveness of key financial controls,
however, we did not test the operating effectiveness of these controls.
• We performed procedures to obtain an understanding of the IT environment
and processes relevant to financial reporting, including billing and revenue
recognition.
Revenue recognition
• We adopted a data analysis approach in relation to revenue and receivables.
Our procedures involved analysing full populations of transaction data for
all significant revenue streams and included correlation analysis between
invoiced revenue, receivables and cash journals, as well as analysis of credit
notes. Where the postings did not follow our expectation, we investigated
and assessed their validity by agreeing a sample of transactions back to
source documentation.
• To support the data analytics procedures we tested a sample of the data
inputs against 3rd party evidence, such as the contract with the customer,
which takes different forms depending upon the products/services sold. Our
procedures included consideration as to whether this fulfilled the IFRS 15
definition of a ‘contract with a customer’ and we compared to the accounting
policies in order to assess the appropriateness of revenue recognition.
• In respect of deferred income, we tested a sample of transactions to
determine that the amount of revenue recognised in the year and the
amount deferred at the balance sheet date were accurate.
• We have performed cut-off testing for a sample of revenue items and credit
notes booked either side of the year end date to determine that revenue was
recognised in the period in which the performance obligation was fulfilled.
Management override
• We performed specific procedures to address the risk of management
override, including testing to identify unusual, new or significant
transactions or contractual terms and targeted journal entry testing
over manual journal entries.
Rightmove plc | Annual Report 2023 | 123
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Auditor’s report continued
Our application of materiality
We apply the concept of materiality in planning and
performing the audit, in evaluating the effect of identified
misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that,
individually or in the aggregate, could reasonably be expected
to influence the economic decisions of the users of the financial
statements. Materiality provides a basis for determining the
nature and extent of our audit procedures.
We determined materiality for the Group to be £13 million
(2022: £12 million), which is 5% (2022: 5%) of profit before
tax. We believe that profit before tax provides us with the
most relevant performance measures to the stakeholders
of the entity.
We determined materiality for the Parent Company to be
£10.6 million (2022: £10.7 million), which is 2% (2022: 2%) of
net assets.
Reporting threshold
An amount below which identified misstatements are
considered as being clearly trivial.
We agreed with the Audit Committee that we would report
to them all uncorrected audit differences in excess of £0.6m
(2022: £0.6m), which is set at 5% of planning materiality, as
well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both
the quantitative measures of materiality discussed above
and in light of other relevant qualitative considerations in
forming our opinion.
Other information
The other information comprises the information included
in the annual report set out on pages 1 to 119, other than
the financial statements and our auditor’s report thereon.
The Directors are responsible for the other information
contained within the annual report.
During the course of our audit, we reassessed initial
materiality with the only change in the final materiality from
our original assessment at planning being to reflect the
actual reported performance of the Group in the year.
Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in this report, we do not express any form
of assurance conclusion thereon.
Performance materiality
The application of materiality at the individual account or
balance level. It is set at an amount to reduce to an appropriately
low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our
assessment of the Group’s overall control environment,
our judgement was that performance materiality was
75% (2022: 50%) of our planning materiality, namely
£9.7m (2022: £6.0m). We have set performance materiality
at this percentage due to our assessment of the control
environment and lower likelihood of misstatements. We set
our performance materiality at 50% in the prior year due to it
being the first year for which we performed the audit.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements or
our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work
we have performed, we conclude that there is a material
misstatement of the other information, we are required
to report that fact.
We have nothing to report in this regard.
124 | Rightmove plc | Annual Report 2023
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, the part of the Directors’ remuneration report
to be audited has been properly prepared in accordance with
the Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
•
•
the information given in the strategic report and the
Directors’ report for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
the strategic report and the Directors’ report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report
by exception
In the light of the knowledge and understanding of the group
and the parent company and its environment obtained in
the course of the audit, we have not identified material
misstatements in the strategic report or the Directors’ report.
We have nothing to report in respect of the following matters
in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
•
adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
the parent company financial statements and the part of
the Directors’ Remuneration Report to be audited are not
in agreement with the accounting records and returns; or
certain disclosures of Directors’ remuneration specified by
law are not made; or
we have not received all the information and explanations
we require for our audit.
•
•
•
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to
going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the group
and company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review by
the Listing Rules.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent
with the financial statements or our knowledge obtained
during the audit:
•
•
•
•
•
•
•
Directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and any
material uncertainties identified set out on page 64;
Directors’ explanation as to its assessment of the
company’s prospects, the period this assessment covers
and why the period is appropriate set out on page 64;
Director’s statement on whether it has a reasonable
expectation that the group will be able to continue in
operation and meets its liabilities set out on page 64;
Directors’ statement on fair, balanced and understandable
set out on page 119;
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 59;
The section of the annual report that describes the review
of effectiveness of risk management and internal control
systems set out on pages 57-59; and
The section describing the work of the audit committee
set out on pages 79-85.
Rightmove plc | Annual Report 2023 | 125
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Auditor’s report continued
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement set out on page 119, the Directors are
responsible for the preparation of the financial statements
and for being satisfied that they give a true and fair view, and
for such internal control as the Directors determine is
necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the group and parent company’s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless the Directors either
intend to liquidate the group or the parent company or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not
a guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
financial statements.
Explanation as to what extent the audit was considered
capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect
irregularities, including fraud. The risk of not detecting a
material misstatement due to fraud is higher than the risk
of not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery
or intentional misrepresentations, or through collusion.
The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and
detection of fraud rests with both those charged with
governance of the company and management.
•
•
We obtained an understanding of the legal and regulatory
frameworks that are applicable to the group and
determined that the most significant are those that relate
to the reporting framework (IFRS, the Companies Act
2006 and UK Corporate Governance Code), the relevant
tax compliance regulations in the UK, FCA compliance for
certain of the Group’s activities and the UK General Data
Protection Regulation (GDPR).
We understood how Rightmove plc is complying with
those frameworks by making enquiries of management,
internal audit, those responsible for legal and compliance
procedures and the company secretary to establish
whether there is a culture of honesty and ethical behaviour
and whether a strong emphasis is placed in fraud
prevention, which may reduce opportunities for fraud to
take place, and fraud deterrence, which could persuade
individuals not to commit fraud because of the likelihood
of detection and punishment.
126 | Rightmove plc | Annual Report 2023
•
•
We assessed the susceptibility of the group’s financial
statements to material misstatement, including how fraud
might occur by meeting with management from various
parts of the business to understand where it considered
there was susceptibility to fraud. We also considered the
susceptibility to management bias relating to performance
targets and the opportunity for management to manage
earnings or influence the perceptions of analysts. We
considered the programs and controls that the Group has
established to address risks identified, or that otherwise
prevent, deter and detect fraud; and how senior
management monitors those programs and controls.
Where the risk was considered to be higher, we performed
audit procedures to address each identified fraud risk.
These procedures included the procedures listed for the
Key Audit Matter above, testing manual journals and were
designed to provide reasonable assurance that the
financial statements were free from fraud or error.
Based on this understanding we designed our audit
procedures to identify non-compliance with such laws
and regulations. Our procedures involved management
enquiries, review of legal correspondences, journal entry
testing, and review of board meeting minutes.
A further description of our responsibilities for the audit
of the financial statements is located on the Financial
Reporting Council’s website at https://www.frc.org.uk/
auditorsresponsibilities. This description forms part of
our auditor’s report.
Other matters we are required to address
•
•
•
Following the recommendation from the audit committee,
we were appointed by the Company on 6 May 2022
to audit the financial statements for the year ending
31 December 2022 and subsequent financial periods.
The period of total uninterrupted engagement including
previous renewals and reappointments is two years,
covering the years ending 31 December 2022 to
31 December 2023.
The audit opinion is consistent with the additional report
to the audit committee.
Use of our report
This report is made solely to the Company’s members, as
a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company’s
members as a body, for our audit work, for this report,
or for the opinions we have formed.
Anup Sodhi
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP,
Statutory Auditor
Luton
29 February 2024
Rightmove plc | Annual Report 2023 | 127
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Consolidated statement of comprehensive income for the year ended 31 December 2023
Revenue
Administrative expenses
Operating profit
Operating profit before share-based incentive charges
Share-based incentive charge
Financial income
Financial expenses
Net financial income/(expense)
Profit before tax
Income tax expense
Profit for the year being total comprehensive income
Attributable to:
Equity holders of the Parent
Earnings per share (pence)
Basic
Diluted
The accompanying notes form part of these financial statements.
Note
4
5
1
23
7
8
9
10
10
2023
£000
2022
£000
364,316
332,622
(106,283)
(91,279)
258,033
241,343
264,570
(6,537)
2,227
(491)
1,736
259,769
(60,618)
245,412
(4,069)
381
(442)
(61)
241,282
(45,601)
199,151
195,681
199,151
195,681
24.5
24.4
23.4
23.4
128 | Rightmove plc | Annual Report 2023
Consolidated statement of financial position as at 31 December 2023
Non-current assets
Property, plant and equipment
Intangible assets
Deferred tax asset
Total non-current assets
Current assets
Trade and other receivables
Contract assets
Income tax receivable
Money market deposits
Cash and cash equivalents
Total current assets
Total assets
Current liabilities
Trade and other payables
Lease liabilities
Contract liabilities
Total current liabilities
Non-current liabilities
Lease liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Other reserves
Retained earnings (net of own shares held)
Total equity attributable to the equity holders of the Parent
The accompanying notes form part of these financial statements.
Note
12
13
15
16
4
17
17
18
19
4
19
20
21
2023
£000
9,385
21,842
2,383
2022
£000
10,429
22,074
1,460
33,610
33,963
31,474
759
165
5,224
33,641
26,614
454
593
5,047
35,089
71,263
67,797
104,873
101,760
(24,737)
(2,291)
(2,536)
(20,874)
(2,327)
(2,325)
(29,564)
(25,526)
(5,112)
(841)
(7,242)
(829)
(5,953)
(8,071)
(35,517)
(33,597)
69,356
68,163
814
618
67,924
838
594
66,731
69,356
68,163
The financial statements were approved by the Board of Directors on 29 February 2024 and were signed on its behalf by:
Johan Svanstrom
Director
Alison Dolan
Director
Rightmove plc | Annual Report 2023 | 129
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Company statement of financial position as at 31 December 2023
Non-current assets
Investments
Deferred tax asset
Total non-current assets
Current assets
Cash and cash equivalents
Total current assets
Total assets
Current liabilities
Trade and other payables
Total current liabilities
Net assets
Equity
Share capital
Other reserves
Retained earnings (net of own shares held)
Note
14
15
17
18
21
Total equity attributable to the equity holders of the Parent
The profit for the year of the Company was £193,245,000 (2022: £194,391,000).
The accompanying notes form part of these financial statements.
Registered Company number: 6426485
2023
£000
2022
£000
568,139
903
563,896
478
569,042
564,374
100
100
–
–
569,142
564,374
(37,161)
(27,648)
(37,161)
(27,648)
531,981
536,726
814
135,129
396,038
838
130,862
405,026
531,981
536,726
The financial statements were approved by the Board of Directors on 29 February 2024 and were signed on its behalf by:
Johan Svanstrom
Director
Alison Dolan
Director
130 | Rightmove plc | Annual Report 2023
Consolidated statement of cash flows for the year ended 31 December 2023
Note
2023
£000
2022
£000
Cash flows from operating activities
Profit for the year
Adjustments for:
Depreciation charges
Amortisation charges
Financial income
Financial expenses
Share-based payments
Income tax expense
Operating cash flow before changes in working capital
Increase in trade and other receivables
Increase/(decrease) in trade and other payables
Increase in provisions
Increase in contract assets
Increase/(decrease) in contract liabilities
Cash generated from operating activities
Financial expenses paid
Income taxes paid
Net cash from operating activities
Cash flows used in investing activities
Interest received on cash and cash equivalents
Increase in money market deposits
Acquisition of property, plant and equipment
Acquisition of intangible assets
Net cash used in investing activities
Cash flows used in financing activities
Dividends
Purchase of own shares for cancellation
Purchase of own shares for share incentive plans
Cost incurred on purchase of own shares
Payment of principal portion of lease liabilities
Proceeds on exercise of share-based incentives
Net cash used in financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at 1 January
12
13
7
8
23
9
16
18
20
4
4
12
13
11
21
22
21
19
199,151
195,681
3,424
1,560
(2,227)
491
5,886
60,618
3,504
1,082
(381)
442
4,179
45,601
268,903
250,108
(4,503)
3,863
–
(305)
211
(3,456)
(1,883)
39
(334)
(308)
268,169
244,166
(479)
(60,979)
(451)
(45,622)
206,711
198,093
1,694
–
(2,018)
(1,328)
305
(44)
(835)
(2,015)
(1,652)
(2,589)
(71,651)
(130,000)
(1,998)
(922)
(2,530)
594
(67,679)
(129,981)
(2,898)
(933)
(2,391)
482
(206,507)
(203,400)
(1,448)
35,089
(7,896)
42,985
Cash and cash equivalents at 31 December
17
33,641
35,089
The accompanying notes form part of these financial statements.
Rightmove plc | Annual Report 2023 | 131
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Company statement of cash flows for the year ended 31 December 2023
Note
25
23
2
18
Cash flows from operating activities
Profit for the year
Adjustments for:
Dividends
Financial expenses
Share-based payments
Income tax credit
Operating cash flow before changes in working capital
Cash received on the transfer of the EBT
Increase in trade and other payables
Cash generated from operating activities
Interest received on cash and cash deposits
Cash generated from investing activities
Purchase of own shares for share incentive plans
Cost incurred on purchase of own shares
Proceeds on exercises of share-based incentives
Cash used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
17
The dividends paid from Rightmove plc were funded by Rightmove Group Limited.
The accompanying notes form part of these financial statements.
2023
£000
2022
£000
193,245
194,391
(199,039)
2,096
1,644
(1,981)
(4,035)
237
4,272
237
3
3
(725)
(9)
594
(140)
100
–
100
(198,541)
226
879
(858)
(3,903)
–
3,903
–
–
–
–
–
–
–
–
–
–
132 | Rightmove plc | Annual Report 2023
Consolidated statement of changes in shareholders’ equity for the year ended 31 December 2023
At 1 January 2022
860
(11,588)
434
138
80,688
70,532
Share
capital
£000
Own
shares held
£000
Other
reserves
£000
Note
Reverse
acquisition
reserve
£000
Retained
earnings
£000
Total
equity
£000
Total comprehensive income
Profit for the year
Transactions with owners recorded directly in equity
Share-based payments
Tax credit in respect of share-based incentives
recognised directly in equity
Dividends
Exercise of share-based awards
Purchase of shares for share incentive plans
Cancellation of own shares
Costs of shares purchases
At 31 December 2022
At 1 January 2023
Total comprehensive income
Profit for the year
Transactions with owners recorded directly in equity
Share-based payments
Tax charge in respect of share-based incentives
recognised directly in equity
Dividends
Exercise of share-based incentives
Purchase of shares for share incentive plans
Cancellation of own shares
Costs of share purchases
23
9
11
22
22
21
21
23
9
11
22
22
21
21
–
–
–
–
–
–
(22)
–
–
–
–
–
588
(2,898)
–
–
838
(13,898)
838
(13,898)
–
–
–
–
–
–
(24)
–
–
–
–
–
2,156
(1,998)
–
–
–
–
–
–
–
–
22
–
456
456
–
–
–
–
–
–
24
–
–
195,681
195,681
–
–
–
–
–
–
–
4,179
4,179
(1,220)
(67,679)
(106)
–
(129,981)
(933)
(1,220)
(67,679)
482
(2,898)
(129,981)
(933)
138
80,629
68,163
138
80,629
68,163
–
199,151
199,151
–
–
–
–
–
–
–
5,886
5,886
133
(71,651)
(1,562)
–
(130,000)
(922)
133
(71,651)
594
(1,998)
(130,000)
(922)
At 31 December 2023
814
(13,740)
480
138
81,664
69,356
The accompanying notes form part of these financial statements.
Rightmove plc | Annual Report 2023 | 133
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Company statement of changes in shareholders’ equity for the year ended 31 December 2023
At 1 January 2022
860
(10,035)
24,164
103,520
419,731
538,240
Share
capital
£000
Own
shares held
£000
Other
reserves
£000
Note
Reverse
acquisition
reserve
£000
Retained
earnings
£000
Total
equity
£000
Total comprehensive income
Profit for the year
Transactions with owners recorded directly in equity
Share-based payments
Tax credit in respect of share-based incentives
recognised directly in equity
Share-based payments to subsidiary employees
Dividends to shareholders
Transfer of shares to SIP
Exercise of share-based incentives
Cancellation of own shares
Costs of share purchases
At 31 December 2022
At 1 January 2023
Total comprehensive income
Profit for the year
Transactions with owners recorded directly in equity
Share-based payments
Tax charge in respect of share-based incentives
recognised directly in equity
Share-based payments to subsidiary employees
Dividends to shareholders
Dividend in specie
Transfer to or Purchase of shares for the SIP
Exercise of share-based incentives
Cancellation of own shares
Costs of share purchases
23
9
14
11
21
21
23
9
14
11
25
22
22
21
21
–
–
–
–
–
–
–
(22)
–
–
–
–
–
–
(1,238)
529
–
–
–
–
–
3,156
–
–
–
22
–
–
194,391
194,391
–
–
–
–
–
–
–
–
879
879
(123)
–
(67,679)
–
(529)
(129,981)
(919)
(123)
3,156
(67,679)
(1,238)
–
(129,981)
(919)
838
(10,744)
27,342
103,520
415,770
536,726
838
(10,744)
27,342
103,520
415,770
536,726
–
–
–
–
–
–
–
–
(24)
–
–
–
–
–
–
(3,156)
(1,998)
2,156
–
–
–
–
–
4,243
–
–
–
–
24
–
–
193,245
193,245
–
–
–
–
–
–
–
–
–
1,644
1,644
100
–
(71,651)
3,156
–
(1,562)
(130,000)
(922)
100
4,243
(71,651)
–
(1,998)
594
(130,000)
(922)
At 31 December 2023
814
(13,742)
31,609
103,520
409,780
531,981
The accompanying notes form part of these financial statements.
134 | Rightmove plc | Annual Report 2023
Notes forming part of the financial statements
1 General information, judgements and estimates
Rightmove plc (the Company) is a public limited company registered in England (Company no. 6426485) domiciled in the
United Kingdom (UK). The consolidated financial statements of the Company as at and for the year ended 31 December 2023
comprise the Company and its interest in its subsidiaries (together referred to as ‘the Group’). Its principal business is the
operation of the Rightmove platforms, which have the largest audience of any UK property portal (as measured by time on
site). The consolidated financial statements of the Group as at and for the year ended 31 December 2023 are available upon
request from the Company Secretary from the Company’s registered office at 2 Caldecotte Lake Business Park, Caldecotte
Lake Drive, Caldecotte, Milton Keynes, MK7 8LE or are available on the corporate website at plc.rightmove.co.uk.
Statement of compliance
The Group and Company financial statements have been prepared and approved by the Board of Directors in accordance with
UK-adopted international accounting standards (IFRS). The consolidated financial statements were authorised for issue by
the Board of Directors on 29 February 2024.
Basis of preparation
The accounts have been prepared in accordance with UK-adopted international accounting standards and the requirements
of the Companies Act 2006. On publishing the Company financial statements here together with the Group financial
statements, the Company is taking advantage of the exemption in section 408 of the Companies Act 2006 not to present
its individual statement of comprehensive income and related notes that form a part of these approved financial statements.
The financial statements have been prepared on an historical cost basis.
Climate change
In preparing the financial statements, the Directors have considered the impact of climate change, particularly in the context
of the climate change risks identified in the Sustainability section of the Strategic Report and the Group’s stated target of net
zero carbon emissions by 2040. These considerations did not have a material impact on the financial reporting judgements
and estimates in the current year. This reflects the conclusion that climate change is not expected to have a significant impact
on the Group’s short-term or medium-term cash flows including those considered in the going concern and viability
assessments, impairment assessments of the carrying value of non-current assets and the estimates of future profitability
used in our assessment of the recoverability of deferred tax assets.
Basis of consolidation
Subsidiaries are entities controlled by the Group. Control exists when the Group has existing rights that give it the ability
to direct the relevant activities of an entity and affect the returns the Group will receive as a result of its involvement with
the entity. In assessing control, potential voting rights that are currently exercisable or convertible are taken into account.
The financial statements of subsidiaries are included in the consolidated financial statements from the date that control
commences until the date that control ceases.
Alternative performance measures
In the analysis of the Group’s financial performance, certain information disclosed in the financial statements may be
prepared on a non-GAAP basis or have been derived from amounts calculated in accordance with IFRS but are not themselves
an expressly permitted GAAP measure. These measures are reported in line with the way in which financial information is
analysed by management and designed to increase comparability of the Group’s year-on-year financial position, based on its
operational activity. The key alternative performance measures presented by the Group are:
• Underlying profit: which is defined as profit for the year before share-based payments charges (including the related National
Insurance and appropriate tax adjustments);
• Underlying operating profit: which is defined as operating profit before share-based payments charges (including the related
National Insurance);
• Underlying basic earnings per share (EPS): which is defined as underlying profit divided by the weighted average number of
ordinary shares outstanding during the period;
• Underlying costs: which is defined as administrative expenses before share-based payments charges (including the related
National Insurance); and
• Underlying operating margin: which is defined as the underlying operating profit as a percentage of revenue.
The Directors believe that these alternative performance measures provide a more appropriate measure of the Group’s
business performance, as share-based payments are a non-cash charge that is not entirely driven by the principal operational
activity of the Group. The Directors therefore consider underlying operating profit to be the most appropriate indicator of the
performance of the business and year-on-year trends.
Rightmove plc | Annual Report 2023 | 135
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
1 General information, judgements and estimates continued
A reconciliation of the underlying performance measures to the GAAP measures are shown below:
Underlying profit
A reconciliation of the profit for the year to the underlying profit is presented below:
Profit for the year
Share-based incentives charge
NI on share-based incentives
Impact on tax charge
Underlying profit
2023
£000
199,151
5,886
651
(1,008)
2022
£000
195,681
4,179
(110)
(999)
204,680
198,751
Underlying profit is used instead of profit to calculate the underlying basic earnings per share: which is underlying profit
divided by the weighted average number of ordinary shares in issue for the period, whereas earnings per share is profit for
the year divided by the weighted average number of ordinary shares in issue for the period (Note 10).
Underlying operating profit
A reconciliation of the operating profit to the underlying operating profit is presented below:
Operating profit
Share-based incentives charge
NI on share-based incentives
Underlying operating profit
2023
£000
258,033
5,886
651
2022
£000
241,343
4,179
(110)
264,570
245,412
Underlying operating profit is used to calculate the underlying operating margin: which is underlying operating profit as a
proportion of revenue, whereas the operating margin is calculated as operating profit as a proportion of revenue.
Underlying costs
A reconciliation of the administrative expenses to the underlying costs is presented below:
Administration expenses
Share-based incentives charge
NI on share-based incentives
Underlying costs
Going concern
2023
£000
106,283
(5,886)
(651)
2022
£000
91,279
(4,179)
110
99,746
87,210
The Directors have performed a detailed going concern review and tested the Group’s liquidity in a range of scenarios, as set
out below.
Throughout the period, the Group was debt-free, remained highly cash generative and had a cash balance of £33.6m and
money market deposits of £5.2m at 31 December 2023 (31 December 2022: cash balance of £35.1m and money market
deposits of £5.0m).
The Group bought back shares to the value of £130.0m during the period (2022: £130.0m) and paid dividends totalling
£71.7m in May and October 2023 (2022: £67.7m).
In reaching its assessment on going concern, the Directors have used the most recent Board approved forecasts for the Group
for the period to 30 June 2025 (‘the going concern period’), which have been modelled to reflect the expected impact of current
economic conditions on trading, as set out in these financial statements.
136 | Rightmove plc | Annual Report 2023
1 General information, judgements and estimates continued
In stress testing the future cash flows of the Group, the Directors modelled a range of scenarios which considered the effect on
the Group of reductions of varying severity in the number of housing transactions for the period to 30 June 2025 and modelled
the likely timing of cashflows from our customers during the going concern period.
These included severe but plausible downside scenarios that are considered to pose the greatest threat to the business model
and future performance of the Group, such as: an economic shock, increased competition and new disruptive technologies, or
a cyber threat. The model considered the impact of changes in the key drivers of the Group’s revenues, including customer
numbers and average revenue per advertiser (ARPA) – one scenario being a 30% reduction in revenue. Cost assumptions were
also considered in each of the severe but plausible scenarios, including an increase in marketing costs and IT costs, employee
recruitment and retention costs, and higher spend on innovation and protection of the platform. The scenarios were stress tested
individually and in combination. In all combinations of the scenarios tested, the Group remained cash positive and debt-free.
The Directors also reviewed the results of a reverse stress test, which was undertaken to provide an illustration of the
scenario required to exhaust cash balances. The possibility of this scenario arising was assessed to be highly remote and
could arise only in extreme circumstances, much more severe than the scenarios modelled above.
The Directors are confident that the Group will remain cash positive and will have sufficient funds to continue to meet its
liabilities as they fall due for at least the period to 30 June 2025 and have therefore prepared the financial statements on a going
concern basis.
Judgements and estimates
The preparation of the consolidated and Company financial statements in accordance with UK-Adopted International
accounting standards and the requirements of Companies Act 2006 requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and
expenses. The estimates and associated assumptions are based on historical experience, and various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying
values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised and in any future periods, if applicable.
Management has determined that there are no areas of estimation uncertainty that have a significant risk of resulting in a
material adjustment to the carrying amounts of assets and liabilities within the next financial year or critical judgements in
applying accounting policies that have a significant effect on the amounts recognised in the consolidated and Company
financial statements.
2 Material accounting policy information
New and revised standards and interpretations
There were no new standards adopted by the group that had a material impact during the year.
The IASB have issued a number of amendments to IFRS that become mandatory in the period:
• IAS 1 regarding accounting policies;
• IFRS 17 in relation to accounting for insurance contracts;
• IAS 8 amendment to the definition of accounting estimates;
• IAS 12 amendments in relation to deferred tax related to assets and liabilities arising from a single transaction, including
leases and the impact of Pillar Two Model Rules.
Except for IAS 1, these amendments are either not applicable or have only an immaterial impact on the Group. The Group is
not in scope for Pillar Two rules, as it does not meet the threshold of annual revenue of 750 million Euros and therefore the
amendment to IAS12 in relation to Pillar Two has no impact.
The Group has evaluated further amendments to IFRS that become mandatory in subsequent periods and assessed that
there are no standards that are issued, but not yet effective, that would be expected to have a material impact on the Group
in the current or future reporting periods nor on foreseeable future transactions.
Existing accounting policies
The following accounting policies applied by the Group in these consolidated financial statements are the same as those
applied by the Group in its consolidated financial statements as at and for the prior year ended 31 December 2022 except for
those disclosed above that are applicable from 1 January 2023.
Rightmove plc | Annual Report 2023 | 137
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
2 Material accounting policy information continued
Revenue
Revenue principally represents the amounts receivable from customers in respect of property products, primarily
membership of the Rightmove platforms, together with the provision of tenant referencing and rent guarantee insurance.
Rightmove also provides non-property services, which includes Data Services and Third-Party advertising.
Revenue is recognised based upon the transaction price specified in a contract with a customer. It is recognised at the point
when the performance obligations are satisfied, through providing a customer with access to the Rightmove platforms and or
products or other services.
(i) Property products: membership of Rightmove platforms
For membership listing services, customers pay monthly subscriptions to list their properties on the Rightmove platforms.
Contracts for these services are per branch location or branch equivalent for Agency, Commercial and Overseas customers
and per development for New Homes and Built for Rent customers. They vary in length from one month to five years but are
typically for periods of six to 12 months.
Performance obligations are satisfied, and revenue recognised, from the point at which the customer has access to the
platform to allow them to list their properties. Subscription revenue is spread over the life of the contract. Agency, Overseas
and Commercial services are typically billed monthly in advance, from the point the customer gains access to the platform,
and New Homes and Built for Rent developers are billed monthly in arrears.
Customers have the option to enhance their property listings and presence on Rightmove through purchasing additional
advertising products. For products that provide enhanced brand exposure over a period of time, revenue is recognised over
the life of the product, from the point the customer gains access to the product. Invoices are sent on a monthly basis, in line
with the core listing services. For products with a one-off usage basis, revenue is recognised at the end of the month during
which the customer chose to apply and use the product.
Discounts may be offered to customers as part of membership or package offers, on a pro-rata basis, and are taken into
consideration in the transaction price for each product.
(ii) Property products: provision of tenant referencing and insurance broking commission
Referencing revenue relates to the supply of tenant referencing services, primarily to lettings agency customers.
Performance obligations are satisfied, and revenue is recognised, at the end of the month during which the tenant referencing
service is completed and the final report is passed to the customer.
Revenue related to insurance broking commission is generated on the sale of rent guarantee insurance to lettings agents and
landlord customers, where Rightmove acts as an agent. Revenue is recognised at the start date of the insurance policy
purchased and represents the commissions earned.
(iii) Non-property products
Data Services revenue relates to fees generated for a variety of different data and valuation products and tools. Where the
contract gives a customer access to use Rightmove’s property tools, revenue is recognised on a monthly basis, over the life
of the product, from the point the customer gains access to the tools. Where the contract is to provide the customer with
specific data, revenue is recognised at the point that the data is transferred to the customer.
Discounts may be offered to customers on a pro-rata basis and are taken into consideration in the transaction price for each
performance obligation.
Third-Party advertising revenue represents amounts paid by customers to advertise non-property products on the
Rightmove platforms. Performance obligations are met once a customer is actively advertising on the Rightmove platform.
Revenue is recognised on a monthly basis over the life of the contract. A small number of arrangements with Third-Party
customers mean that Rightmove is acting as an agent, in a principal-agency relationship. In any case where the Group is acting
as an agent, revenue is recognised as a net amount, reflecting the margin earned.
Contract assets and liabilities
Contract assets relate to the Group’s rights to consideration for services that have been provided at the reporting date.
Contract assets are transferred to receivables when the rights to consideration have become unconditional.
Contract liabilities relate to the advance consideration received from Estate Agency, Overseas and Commercial customers,
for which revenue is recognised at a later date, as or when the services are provided.
138 | Rightmove plc | Annual Report 2023
2 Material accounting policy information continued
Investments
Investment in subsidiaries are held in the parent company financial statements at cost, plus any capital contribution to the
subsidiaries, less any provision for impairment. Further information is included in Note 14.
Intangible assets
(i) Goodwill
Goodwill arising on a business combination represents the difference between the fair value of the consideration paid and the
fair value of the net identifiable assets acquired and is included in intangible assets.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is tested annually for impairment.
(ii) Research and development
The Group undertakes research and development expenditure in view of developing new products and improving the existing
property platforms. Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and
understanding, is recognised in the income statement as incurred.
Development costs that are directly attributable to the design and testing of identifiable and unique software products, websites
and systems controlled by the Group are capitalised and recognised as intangible assets when the following criteria are met: it is
technically feasible to complete the software product or website so that it will be available for use; management intends to
complete the software product or website and use or sell it; there is an ability to use or sell the software product or website; it
can be demonstrated how the software product or website will generate probable future economic benefits; adequate technical,
financial and other resources to complete the development and to use or sell the software product or website are available; and,
the expenditure attributable to the software product or website during its development can be reliably measured.
Development costs, which include employee and contractor costs, are capitalised only from the point when we believe it is
probable the development is technically feasible and the software will be used to perform the function intended.
Technological feasibility is typically reached once all research has been completed and high risks – such as novel, unique,
unproven functions and features or technological innovations – have been investigated and resolved.
Other development expenditures that do not meet these criteria, such as costs related to the preliminary project stage and
post-implementation activities, as well as ongoing maintenance and costs associated with routine upgrades and
enhancements, are recognised as an expense as incurred.
Development costs for software, websites and systems are carried at cost less accumulated amortisation and are amortised on
a straight-line basis over their useful lives (not exceeding five years) at the point in which they come into use. When internal-use
software that was previously capitalised is abandoned, the cost less the accumulated amortisation, if any, is recorded as an
expense. Fully amortised capitalised internal-use software costs are removed from their respective accounts.
(iii) Computer software and licences
Computer software and externally acquired software licences are capitalised and stated at cost less accumulated
amortisation and impairment losses. Amortisation is charged from the date the asset is available for use. Amortisation is
provided to write off the cost less the estimated residual value of the computer software or licence by equal annual
instalments over its estimated useful economic life as follows:
Computer software
Software licences
20.0% – 33.3% per annum
20.0% – 33.3% per annum
(iv) Customer relationships
The customer relationships identified on the acquisition of Rightmove Landlord & Tenant Services are valued using the
income approach, calculating the multi-period excess earnings. Amortisation is expensed in the income statement on a
straight-line basis over the estimated useful economic life of 10 years.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Capitalised costs
are held as an asset in progress until such point that the asset is brought into use, at which point it is transferred to the
appropriate property, plant and equipment category and depreciation is charged. Depreciation is provided to write off the
cost less the estimated residual value of property, plant and equipment by equal annual instalments over their estimated
useful economic lives as follows:
Rightmove plc | Annual Report 2023 | 139
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
2 Material accounting policy information continued
20.0% per annum
Office equipment, fixtures and fittings
Computer equipment
20.0% – 33.3% per annum
33.3% per annum
Motor vehicles
Leasehold improvements
remaining life of the lease
Impairment
The carrying value of property, plant and equipment, and intangible assets other than goodwill is reviewed at each reporting
date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable
amount is estimated. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount.
Goodwill is not subject to amortisation but is tested for impairment annually and whenever there is an indication that it might
be impaired. An impairment loss is recognised for the amount by which the carrying value of the asset exceeds its recoverable
amount.
The carrying amounts of the Group’s non-financial assets, other than deferred tax assets, are reviewed at each reporting date
to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount
is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does
not generate largely independent cash flows, the recoverable amount is determined for the cash generating unit to which the
asset belongs.
For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group
of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or
groups of assets (the “cash-generating unit”). The goodwill acquired in a business combination, for the purpose of impairment
testing, is allocated to cash-generating units (or “CGUs”). Goodwill acquired in a business combination is allocated to groups
of CGUs that are expected to benefit from the synergies of the combination.
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount.
Impairment losses are recognised in the income statement. Impairment losses recognised in respect of CGUs are allocated
first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the
other assets in the unit (group of units) on a pro-rata basis.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with original maturities of three months or less.
Where the original maturity exceeds three months, amounts are classified as money market deposits and presented
separately within the Balance Sheet.
Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be
reliably estimated and it is probable that an outflow of economic benefits will be required to settle the obligation.
Dilapidation provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current
market assessments of the time value of money and the risks specific to the liability.
Leases
When a contractual arrangement contains a lease, the Group recognises a lease liability and a corresponding right of use asset
at the commencement of the lease.
At the commencement date the lease liability is measured at the present value of the future lease payments, discounted using
the Group’s incremental borrowing rate where the interest rate in the lease is not readily determined. Subsequently, the lease
liability is adjusted by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to
reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications.
The lease term is determined from the commencement date of the lease and covers the non-cancellable term. If the Group
has an extension option, which it considers it reasonably certain to exercise, then the lease term will be considered to extend
140 | Rightmove plc | Annual Report 2023
2 Material accounting policy information continued
beyond that non-cancellable period. If the Group has a termination option, which it considers it is reasonably certain to
exercise, then the lease term will be considered to be until the point the termination option will take effect.
At the commencement date the right of use asset is measured at an amount equal to the lease liability plus any lease
payments made before the commencement date and any initial direct costs, less any lease incentive payments. An estimate
of costs to be incurred in restoring an asset, in accordance with the terms of the lease, is also included in the right of use asset
at initial recognition. Subsequently, the right of use asset is depreciated over the life of the lease term.
An adjustment is also made to the right of use asset to reflect any remeasurement of the corresponding lease liability.
The right of use assets are also subject to impairment testing under IAS 36. Short-term leases and low value leases are not
recognised as lease liabilities and right of use assets but are recognised as an expense straight line over the lease term.
Employee benefits
(i) Pensions
The Group provides access to stakeholder pension schemes (defined contribution pension plans). Obligations for
contributions to defined contribution pension plans are recognised as an employee benefit expense in the income statement
when they are incurred.
(ii) Employee share schemes
The Group provides share-based incentive plans allowing Executive Directors and other employees to acquire shares in the
Company. An expense is recognised in the income statement, with a corresponding increase in equity, over the period during
which the employees become unconditionally entitled to acquire equity settled share-based incentives.
Fair value at the grant date is measured using either the Monte Carlo or Black Scholes pricing model as is most appropriate
for each scheme. Measurement inputs include: share price on measurement date; exercise price of the instrument; expected
volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information);
weighted average expected life of the instruments (based on historical experience and general option behaviour); expected
dividends; and, risk-free interest rates (based on Government bonds). Service and non-market performance conditions
attached to the awards are not taken into account in determining the fair value of the individual shares awarded.
For share-based incentive awards with non-vesting conditions, the grant date fair value of the share-based incentives is
measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. When
either the employee or the Company chooses not to meet the non-vesting condition, the failure to meet the non-vesting
condition is treated as a cancellation and the cost that would have been recognised over the remainder of the vesting period
is recognised immediately in the income statement. For awards with market-related performance criteria (such as TSR), an
expense is recognised over the vesting period irrespective of whether the market condition is satisfied.
Share awards to employees are made by the Company and treated as equity settled share-based payments: share-based
payments awards which are shareholder approved schemes (DSP and PSP) are settled via Treasury shares for employees.
EBT shares are used for the non-shareholder approved schemes (RSP) and for the SAYE shares. The SIP shares are used to
settle the SIP award of free shares to employees.
(iii) Own shares held by The Rightmove Employee Share Trust (EBT)
The Group put in place an employee benefit trust (EBT) several years ago. The EBT was sponsored and funded by the parent
company at the time, which was Rightmove Group Limited. Whilst the Group was since restructured under a new topco –
the Company Rightmove plc – the sponsorship of the trust was not changed and the EBT shares were held in the subsidiary
Rightmove Group Limited until 1 January 2023. At this point, the sponsorship of the trust was transferred to Rightmove plc
via a dividend in specie. EBT transactions are now treated as being those of Rightmove plc, rather than of Rightmove Group
Limited, and are charged directly to equity. There is no impact on the consolidated Group position.
(iv) Own shares held by The Rightmove Share Incentive Plan Trust (SIP)
The Company established the Rightmove Share Incentive Plan Trust (SIP) in November 2014. The SIP is treated as an agent
of Rightmove plc, and as such SIP transactions are treated as being those of Rightmove plc and are therefore reflected in the
Group’s consolidated financial statements. At a consolidated level, the SIP’s purchases of shares in the Company are charged
directly to equity.
(v) Own shares held by Treasury
The company bought the Treasury shares in 2008 and these shares may be used to satisfy shareholder approved share-based
incentive awards.
Rightmove plc | Annual Report 2023 | 141
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
2 Material accounting policy information continued
(vi) National Insurance (NI) on share-based incentives
Employer’s NI is accrued, where applicable, at a rate of 13.8%, which management expects to be the prevailing rate when
share-based incentives are exercised. In the case of share options, it is provided on the difference between the share price at
the reporting date and the average exercise price of share options. In the case of nil cost performance shares and deferred
shares, it is provided based on the share price at the reporting date. The NI on share-based payments in relation to the
exercise of the shares is charged to the income statement over the vesting period of the award.
Treasury shares and shares purchased for cancellation
When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable
costs, is recognised as a deduction from equity. Repurchased shares are either held in treasury or cancelled.
Financial instruments
Under IFRS 9, on initial recognition, a financial asset is classified and measured at: amortised cost, fair value through profit or
loss, or fair value though other comprehensive income.
A financial asset is measured at amortised cost if it meets both of the following conditions: it is held within a business model
whose objective is to hold assets to collect contractual cash flows; and its contractual terms give rise on specified dates to
cash flows that are solely payments of principal and interest on the principal amount outstanding.
Under IFRS 9, trade receivables including contract assets, without a significant financing component, are classified and held
at amortised cost, being initially measured at the transaction price and subsequently measured at amortised cost less any
impairment loss.
The Group has elected to measure loss allowances for trade receivables and contract assets at an amount equal to lifetime
expected credit losses (‘ECLs’). Credit losses are measured as the present value of all cash shortfalls (i.e. the difference
between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive).
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.
The Group assesses whether a financial asset is in default on a case by case basis when it becomes probable that the customer
is unlikely to pay its credit obligations. The gross carrying amount of a financial asset is written off when the Group has no
reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For all customers, the Group
individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable
expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that
are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of
amounts due.
When required, ECLs are adjusted to include any macro-economic factors. At each reporting date, the Group assesses
whether financial assets carried at amortised cost are ‘credit-impaired’. A financial asset is ‘credit-impaired’ when one or
more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Financial assets are derecognised when the rights to receive cash flows from the asset have expired or the Group has
transferred its rights to receive cash flows from the asset.
On initial recognition financial liabilities are measured at fair value, they are classified and subsequently measured at
amortised cost. Financial liabilities measured at amortised cost include trade and other payables and lease liabilities.
Financial liabilities are derecognised when the obligation under the liability is discharged, cancelled or expires.
Segmental reporting
Rightmove has one reportable segment, being the consolidated result. Whilst the Chief Operating Decision Maker separately
monitors revenue for different business units, they do not separately monitor business unit profit, operating costs, financial
income, financial expenses and income taxes for these areas of the business, instead monitoring this on a consolidated level.
The Group presents internal financial information that measures business performance to the Chief Executive Officer, who is
the Group’s Chief Operating Decision Maker. This information is used for the purpose of making decisions about resources to
be allocated and of assessing performance. This financial information includes information on revenue performance and
specific monitoring of trade receivable levels for each of the following business units:
• Agency, which provides resale and lettings property advertising services on Rightmove’s platforms;
• New Homes, which provides property advertising services to new home developers and housing associations on
Rightmove’s platforms; and
142 | Rightmove plc | Annual Report 2023
2 Material accounting policy information continued
• Other, which comprises Overseas and Commercial property advertising services; non-property advertising services which
include our Third-Party advertising and Data Services; and the new mortgages business.
All revenues in all periods are derived from third parties. The disaggregated revenue is included within Note 4.
Financial income and expenses
Financial income comprises interest receivable on cash balances and money market deposits and dividend income. Interest
income is recognised as it accrues, using the effective interest method. Dividend income is recognised on the date that the
Company’s right to receive payment is established.
Financial expenses comprise banking fees and bank charges and the unwinding of the discount on provisions and lease liabilities.
Taxation
Income tax on the results for the year comprises current and deferred tax. Income tax is recognised in the income statement
except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the period net of any charge or credit posted directly to
equity, using tax rates enacted or substantively enacted at the reporting date and any adjustment to tax payable in respect
of previous periods.
Deferred tax is provided in respect of temporary difference between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for tax purposes. The amount of deferred tax provided is based on the expected
manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively
enacted at the reporting date. A deferred tax asset is recognised only to the extent that it is probable that future taxable
profits will be available against which the asset can be utilised.
The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of other
assets or liabilities in a transaction that affects neither the taxable profit nor the accounting profit, other than in a business
combination; and the differences relating to investments in subsidiaries to the extent that the parent company is able to
control the reversal and it is probable that the temporary difference will not reverse in the foreseeable future. Following the
amendment to IAS 12, the initial recognition exception no longer applies to lease transactions which give rise to equal taxable
and deductible temporary differences. However, as the tax deductions relate to the lease assets, no temporary differences
arose on these at initial recognition.
In accordance with IAS 12, the Group policy in relation to the recognition of deferred tax on the exercise of share-based
incentives is to include the income tax effect of the tax deduction in the income statement, up to the value of the income tax
charge on the cumulative IFRS 2 charge. The remainder of the income tax effect of the tax deduction is recognised in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and it is the intention to settle these on a net basis.
Dividends
Dividends unpaid at the reporting date are only recognised as a liability (and deduction to equity) at that date to the extent
that they are appropriately authorised and are no longer at the discretion of the Company. Unpaid dividends that do not meet
these criteria are disclosed in the notes to the financial statements.
Earnings per share (EPS)
The Group presents basic and diluted EPS data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss
attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the
year, adjusted for own shares held. For diluted EPS, the weighted average number of ordinary shares in issue is adjusted to
assume conversion of all potentially dilutive shares. The Group’s potential dilutive instruments are in respect of share-based
incentives granted to employees, which will be settled by ordinary shares held by the EBT, the SIP and shares held in treasury.
Rightmove plc | Annual Report 2023 | 143
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
3 Risk and capital management
Overview
The Group has exposure to the following risks from its use of financial instruments:
• credit risk
• liquidity risk
• market risk
This note presents information about the Group and Company’s exposure to each of the above risks, the Group’s objectives,
policies and processes for measuring and managing risk and the Group’s management of capital. Further quantitative
disclosures are included throughout these consolidated financial statements.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or banking institution fails to meet its contractual obligations.
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Group
provides credit to customers in the normal course of business. The Group provides its services to a wide range of customers
in the UK and overseas and therefore believes it has no material concentration of credit risk.
The majority of the Group’s customers pay via monthly direct debit, minimising the risk of non-payment. The Group
establishes an expected credit loss that represents its estimate of losses in respect of trade and other receivables, including
contract assets. Further details of these are given in Note 24.
The Group’s treasury policy is to monitor cash and deposit balances on a daily basis and to manage counterparty risk by
ensuring that no more than £50,000,000 is held with any single institution.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulties in meeting the obligations associated with its financial
liabilities that are settled by delivering cash. The Group and Company’s approach to managing liquidity is to ensure, as far as
possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Group’s reputation.
The Group’s revenue model is largely subscription-based, which results in a regular level of cash conversion allowing it to
service working capital requirements.
The Group and Company ensure that they have sufficient cash on demand to meet expected operational expenses, excluding
the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. Throughout
the year, the Group typically had sufficient cash on demand to meet operational expenses, before financing activities, for a
period of 152 days (2022: 179 days).
Market risk
Market risk is the risk that changes in market prices such as foreign exchange and interest rates will affect the Group’s
income. The objective of market risk management is to manage and control market risk exposures within acceptable
parameters, while optimising the return on risk.
(i) Currency risk
All of the Group’s sales and more than 97% (2022: 97%) of the Group’s purchases are sterling denominated, accordingly it
has no significant currency risk.
(ii) Interest rate risk
The Group has interest bearing lease liabilities, although the interest on these is insignificant. The Group is exposed to interest
rate risk on cash and money market deposit balances. The Company has no interest bearing financial liabilities, other than
intercompany payables with its subsidiary Rightmove Group Limited.
Capital management
The Board’s policy is to maintain an efficient statement of financial position - to maintain investor, creditor and market
confidence and to sustain future development of the business. The Board of Directors considers that the future working
capital and capital expenditure requirements of the Group will continue to be low and accordingly return on capital measures
are not key performance targets. The Board of Directors monitors the spread of the Company’s shareholders as well as basic
EPS. The Board’s policy is to return surplus capital to shareholders through a combination of dividends and share buybacks.
144 | Rightmove plc | Annual Report 2023
3 Risk and capital management continued
(i) Dividend policy
The Board of Directors has a progressive dividend policy and monitors the level of dividends to ordinary shareholders relative
to the growth in underlying profit. The Board has adopted this policy to align shareholder returns with the underlying growth
achieved in the profitability of the Company.
The capacity of the Company to make dividend payments is primarily determined by the level of available retained earnings
in the Company, after deduction of own shares held, and the cash resources of the Group. The retained earnings of the
Company, after deduction of own shares held, are £396,038,000 (2022: £405,026,000) as set out in the Company statement
of changes in shareholders’ equity. At 31 December 2023, the Group had cash of £33,641,000 (2022: £35,089,000) and money
market deposits of £5,224,000 (2022: £5,047,000), the majority of which is held by the principal operating subsidiary,
Rightmove Group Limited. The Company is well positioned to fund its future dividends given the strong cash generative
nature of the business. In 2023, cash generated from operating activities was £268,181,000 (2022: £244,166,000)
representing an operating cash conversion rate of 104% (2022: 101%) where operating cash conversion is defined as
the cashflow from operating activities divided by the operating profit for the year.
(ii) Share buybacks
The Company purchases its own shares in the market; the timing of which depends on available free cash flow and market
conditions. In 2023, 23,951,466 (2022: 22,277,147) shares were bought back at an average price of £5.43 (2022: £5.83) and
were cancelled (Note 21).
There were no changes in the Group’s approach to capital management during the year. Neither the Company nor any of
its subsidiaries are subject to externally imposed capital requirements.
4 Revenue
The Group’s operations and main revenue streams are those described in these annual financial statements. The Group’s
revenue is derived from contracts with customers.
Disaggregation of revenue
In the following table, revenue is disaggregated by property and non-property advertising revenue. The table also includes a
reconciliation of the disaggregated revenue with the Group’s business units.
Year ended 31 December 2023
Revenue stream
Property products
Non-property products
Year ended 31 December 2022
Revenue stream
Property products
Non-property products
Agency
£000
New Homes
£000
Other
£000
Total
£000
261,954
–
66,447
–
18,877
17,038
347,278
17,038
261,954
66,447
35,915
364,316
Agency
£000
New Homes
£000
Other
£000
Total
£000
247,310
–
52,588
–
17,254
15,470
317,152
15,470
247,310
52,588
32,724
332,622
Rightmove plc | Annual Report 2023 | 145
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
4 Revenue continued
Geographic information
In presenting information geographically, revenue and assets reflect the physical location of customers.
Group
UK
Rest of the world
2023
2022
Revenue
£000
Trade receivables
£000
Revenue
£000
Trade receivables
£000
358,470
5,846
24,480
11
327,188
5,434
364,316
24,491
332,622
20,880
29
20,909
Contract balances
The contract assets primarily relate to the Group’s rights to consideration for services provided but not invoiced at the reporting
date. The contract assets are transferred to trade receivables when invoiced and the rights have become unconditional.
The contract liabilities primarily relate to the advance consideration received from Agency, Overseas and Commercial
customers, for which revenue is recognised as or when the services are provided.
The following table provides information about contract assets and contract liabilities from contracts with customers:
Contract balances as at 31 December 2021
Performance obligations satisfied in 2021
Performance obligations satisfied in 2022
Accrued/(deferred) during 2022
Contract balances as at 31 December 2022
Performance obligations satisfied in 2022
Performance obligations satisfied in 2023
Accrued/(deferred) during 2023
Contract balances as at 31 December 2023
5 Operating profit
Operating profit is stated after charging:
Employee benefits
Depreciation of property, plant and equipment
Amortisation of intangibles
Trade receivables impairment charge
Auditor’s remuneration
Fees payable to the Company’s auditor in respect of the audit
Audit of the Company’s financial statements
Audit of the Company’s subsidiaries pursuant to legislation
Total audit remuneration
146 | Rightmove plc | Annual Report 2023
Contract
assets
£000
120
(120)
–
454
454
(454)
–
759
759
2023
£000
54,544
3,424
1,560
1,712
2023
£000
55
345
400
Contract
liabilities
£000
(2,633)
–
2,623
(2,315)
(2,325)
–
2,114
(2,325)
(2,536)
2022
£000
45,474
3,504
1,082
733
2022
£000
140
310
450
Note
6
12
13
24
5 Operating profit continued
Fees payable to the Company’s auditor in respect of non-audit related services
Half-year review of the condensed financial statements
All other services
Total non-audit remuneration
There were no other fees payable to Ernst & Young LLP (2022: no other fees payable).
6 Employee numbers and costs
2023
£000
2022
£000
40
–
40
40
10
50
The average number of persons employed (including Executive Directors) during the year, analysed by category,
was as follows:
2023
2022
Number of employees
Administration
Management
686
41
727
The average number of employees in the parent company were 10 (2022: 10), including six Non-Executive Directors
(2022: six) and four employees within management roles (2022: four).
The aggregate payroll costs of these persons were as follows:
Group
Company
Wages and salaries
Social security costs
Pension costs
Share-based payments cost (Note 23)
2023
£000
46,420
5,768
2,356
54,544
6,537
2022
£000
38,396
5,111
1,967
45,474
4,069
Total
61,081
49,543
2023
£000
2,512
424
74
3,010
1,883
4,893
606
41
647
2022
£000
1,593
264
48
1,905
846
2,751
Wages and salaries include £20,897,000 (2022: £15,927,000) relating to the product development and technology teams; these
teams spend a proportion of their time on research and development activities, including innovation of our product proposition
and enhancements to the Rightmove platforms, as well as on routine maintenance of the platforms. Social security costs only
include the National Insurance on wages and salaries; the National Insurance charge of £651,000 (2022: credit of £110,000)
relating to NI on share-based incentives is included within the share-based payments cost shown above.
7 Financial income
Interest income on cash and cash equivalents
Interest income on money market deposits
2023
£000
2,050
177
2,227
2022
£000
337
44
381
Rightmove plc | Annual Report 2023 | 147
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
8 Financial expenses
Bank charges
Interest unwind on lease and other liabilities
9 Income tax expense
Current tax expense
Current year
Adjustment to current tax charge in respect of prior years
Deferred tax (Note 15)
Origination and reversal of temporary differences
Adjustment to deferred tax in respect of prior years
Increase in tax rate at which deferred tax is being recognised
Total income tax expense
Income tax credit recognised directly in equity
Current tax
Share-based incentives
Deferred tax
Share-based incentives
Increase in tax rate at which deferred tax is being recognised
Total income tax (credit)/charge recognised directly in equity
2023
£000
287
204
491
2023
£000
2022
£000
219
223
442
2022
£000
61,324
149
46,041
102
61,473
46,143
(455)
(324)
(76)
(855)
(195)
(85)
(262)
(542)
60,618
45,601
2023
£000
(30)
(95)
(8)
(103)
(133)
2022
£000
(28)
1,180
68
1,248
1,220
Total income tax recognised directly in equity in respect of the Company was a credit of £100,000 (2022: a charge of £123,000).
148 | Rightmove plc | Annual Report 2023
9 Income tax expense continued
Reconciliation of effective tax rate
The Group’s consolidated effective tax rate for the year ended 31 December 2023 is 23.3% (2022: 18.9%) which is lower than
(2022: lower than) the standard rate of Corporation Tax in the UK due to the items shown below:
Profit before tax
Current tax at 23.5% (2022: 19.0%)
Increase in tax rate at which deferred tax is being provided
(Non taxable income)/Net non-deductible expenses
Adjustment to deferred tax charge in respect of prior years
Share-based incentives
Adjustment to current tax charge in respect of prior years
Difference between the current and deferred tax rates
2023
£000
2022
£000
259,769
241,282
61,098
(76)
(44)
(324)
(167)
149
(18)
45,844
(262)
16
(85)
–
102
(14)
60,618
45,601
Factors affecting future tax charge
The increase in the UK Corporation Tax rate from 19% to 25% was effective 1 April 2023 (substantively enacted on
24 May 2021). This has increased the Company’s future current tax charge accordingly. The deferred tax at 31 December 2023
has been calculated based on these rates, reflecting the expected timing of reversal of the related temporary differences
(Note 15).
10 Earnings per share (EPS)
Year ended 31 December 2023
Profit for the year and EPS
Underlying profit and underlying EPS
Year ended 31 December 2022
Profit for the year and EPS
Underlying profit and underlying EPS
Weighted average number of ordinary shares (basic)
Issued ordinary shares at 1 January less ordinary shares
held by the EBT and SIP Trust
Less own shares held in treasury at the beginning of the year
Weighted effect of own shares purchased for cancellation
Weighted effect of share-based incentives exercised
Weighted effect of shares purchased
Issued ordinary shares at 31 December less ordinary shares
held by treasury, SIP and the EBT
Note
£000
Basic
Diluted
Pence per share
1
1
199,151
204,680
195,681
198,751
24.5
25.2
23.4
23.8
24.4
25.1
23.4
23.7
2023
Number of shares
2022
Number of shares
835,094,530
(12,185,222)
(9,991,531)
433,805
(14,726)
857,732,814
(12,480,472)
(9,977,584)
144,448
(99,344)
813,336,856
835,319,862
Weighted average number of ordinary shares (diluted)
In calculating diluted EPS, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially
dilutive shares. The Group’s potentially dilutive instruments are in respect of share-based incentives granted to employees.
Rightmove plc | Annual Report 2023 | 149
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
10 Earnings per share (EPS) continued
Weighted average number of ordinary shares (basic)
Dilutive impact of share-based incentives outstanding
2023
Number of shares
2022
Number of shares
813,336,856
2,002,000
835,319,862
2,185,506
815,338,856
837,505,368
The average market value of the Group’s shares for the purposes of calculating the dilutive effect of share-based incentives
was based on quoted market prices during the period in which the share-based incentives were outstanding.
11 Dividends
Dividends declared and paid by the Company were as follows:
2021 final dividend paid
2022 interim dividend paid
2022 final dividend paid
2023 interim dividend paid
Unclaimed dividends returned
Net dividends included in the statement of cash flows
2023
2022
Pence per share
£000
Pence per share
–
–
5.2
3.6
8.8
–
–
–
–
42,588
29,084
71,672
(21)
71,651
4.8
3.3
–
–
8.1
–
–
£000
40,312
27,393
–
–
67,705
(26)
67,679
After the reporting date, a final dividend of 5.7p (2022: 5.2p) per qualifying ordinary share, being £45,330,000
(2022: £42,911,000), was proposed by the Board of Directors. The final dividend will be paid, subject to shareholder
approval, on 24 May 2024.
The 2022 final dividend of £42,588,000 (5.2p per qualifying share) was paid on 26 May 2023. It was £323,000 lower than that
reported in the 2022 annual accounts due to a decrease in the ordinary shares entitled to a dividend between 2 March 2023
and the final dividend record date of 28 April 2023.
The 2023 interim dividend paid on 27 October 2023 was £29,084,000, being £216,000 lower than that reported in the 2023
Half-Year report of £29,300,000. This was due to a decrease in the number of ordinary shares entitled to a dividend between
30 June 2023 and the interim dividend record date of 29 September 2023.
The terms of the EBT provide that dividends payable on the ordinary shares held by the EBT are waived. No provision was
made for the final dividend in either year, and there are no income tax consequences.
150 | Rightmove plc | Annual Report 2023
12 Property, plant and equipment
Group
Cost
At 1 January 2023
Additions
Leased asset additions
Disposal
Office
equipment,
fixtures &
fittings
£000
Computer
equipment
£000
Leasehold
improvements
£000
Motor
vehicles*
£000
1,508
429
–
–
12,416
1,579
–
–
1,117
10
–
–
2,734
–
362
–
Land &
buildings*
£000
15,044
–
–
(120)
Total
£000
32,819
2,018
362
(120)
At 31 December 2023
14,924
1,937
13,995
1,127
3,096
35,079
Depreciation
At 1 January 2023
Charge for year
Disposal
At 31 December 2023
Net book value
At 31 December 2023
At 31 December 2022
Group
Cost
At 1 January 2022
Additions
Leased asset additions
Disposal
At 31 December 2022
Depreciation
At 1 January 2022
Charge for year
Disposal
At 31 December 2022
Net book value
At 31 December 2022
At 31 December 2021
(7,273)
(1,774)
120
(1,021)
(187)
–
(11,257)
(884)
–
(787)
(75)
–
(2,052)
(504)
–
(22,390)
(3,424)
120
(8,927)
(1,208)
(12,141)
(862)
(2,556)
(25,694)
5,997
7,771
729
487
1,854
1,159
265
330
540
682
9,385
10,429
Office
equipment,
fixtures &
fittings
£000
Computer
equipment
£000
Leasehold
improvements
£000
Motor
vehicles*
£000
1,080
488
–
(60)
12,587
347
–
(518)
1,115
–
–
2
2,389
–
343
2
Land &
buildings*
£000
14,834
–
765
(555)
Total
£000
32,005
835
1,108
(1,129)
15,044
1,508
12,416
1,117
2,734
32,819
(6,106)
(1,722)
555
(947)
(134)
60
(10,721)
(1,054)
518
(710)
(75)
(2)
(1,531)
(519)
(2)
(20,015)
(3,504)
1,129
(7,273)
(1,021)
(11,257)
(787)
(2,052)
(22,390)
7,771
8,728
487
133
1,159
1,866
330
405
682
10,429
858
11,990
* Land & Buildings and Motor Vehicles are Right of Use assets held under leasing arrangements accounted for in accordance with IFRS16. Further disclosure is in Note 19.
The Company had no property, plant or equipment in either year.
Rightmove plc | Annual Report 2023 | 151
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
13 Intangible assets
Group
Cost
At 1 January 2023
Additions
At 31 December 2023
Amortisation
At 1 January 2023
Charge for year
At 31 December 2023
Net book value
At 31 December 2023
At 31 December 2022
Group
Cost
At 1 January 2022
Additions
Disposal
At 31 December 2022
Amortisation
At 1 January 2022
Charge for year
Disposed in the year
At 31 December 2022
Net book value
At 31 December 2022
At 31 December 2021
Goodwill
£000
16,516
–
16,516
–
–
–
Computer
software
£000
Customer
relationships
£000
Total
£000
8,563
1,328
9,891
4,521
–
29,600
1,328
4,521
30,928
(6,056)
(1,109)
(1,470)
(451)
(7,526)
(1,560)
(7,165)
(1,921)
(9,086)
16,516
2,726
2,600
21,842
16,516
2,507
3,051
22,074
Goodwill
£000
16,516
–
–
Computer
software
£000
Customer
relationships
£000
7,386
2,015
(838)
4,521
–
–
Total
£000
28,423
2,015
(838)
16,516
8,563
4,521
29,600
–
–
–
–
(6,264)
(630)
838
(1,018)
(452)
–
(7,282)
(1,082)
838
(6,056)
(1,470)
(7,526)
16,516
16,516
2,507
1,122
3,051
3,503
22,074
21,141
The Company had no intangible assets in either year.
Impairment testing for cash-generating units containing goodwill
The goodwill comprises £14.1m recognised on the acquisition of Rightmove Landlord & Tenant Services Limited in 2019; a
further £1.7m arising on the acquisition of The Outside View Analytics Limited in May 2016; and £0.7m of purchased goodwill
arising pre-transition to IFRS.
Management performed the annual impairment test. For the purposes of impairment testing, goodwill is allocated to the Group’s
lowest cash generating unit which is the Agency only business unit. The calculations used in the cash flow projections are based on
the latest three-year business plan which includes revenue per business unit, which has been updated to reflect the most recent
developments as at the reporting date. An allocation of costs is then estimated for impairment testing purposes in accordance with
IAS 36. The impairment test looked at cash flows over the coming five years. The key assumptions used for modelling purposes
were the terminal growth rate of 2% (2022: 5%) for years outside of the three-year business plan and the pre-tax discount rate used
of 10% (2022: 10%). The result of the impairment testing is that the recoverable amount was significantly higher than the carrying
amount and there is no impairment. This result is not sensitive to any reasonable possible changes in the key assumptions used.
152 | Rightmove plc | Annual Report 2023
14 Investments
The subsidiaries of the Group as at 31 December 2023 were as follows:
Company
Nature of business
Country of
incorporation
Holding
Class of
shares
Rightmove Group Limited
Rightmove Financial Services Limited
Rightmove Landlord and Tenant
Services Limited
Online property advertising
Online rental services
Rental referencing and
insurance services
England and Wales
England and Wales
England and Wales
100% Ordinary
100% Ordinary
100% Ordinary
Trading
status
Trading
Trading
Trading
Alll the above subsidiaries are included in the Group consolidated financial statements. The registered office for all
subsidiaries of the Group is 2 Caldecotte Lake Business Park, Caldecotte Lake Drive, Caldecotte, Milton Keynes, MK7 8LE.
Company
Investment in subsidiary undertakings
At 1 January
Additions – subsidiary share-based payments charge
At 31 December
2023
£000
2022
£000
563,896
4,243
560,740
3,156
568,139
563,896
In 2008, the Company became the holding company of Rightmove Group Limited (formerly Rightmove plc, Company no.
03997679) and its subsidiaries pursuant to a Scheme of Arrangement under s425 of the Companies Act 2006, by way of
a share-for-share exchange. Following the Scheme of Arrangement, the Company underwent a court-approved capital
reduction. The consolidated assets and liabilities of the Group immediately after the Scheme were substantially the same
as the consolidated assets and liabilities of the Group immediately prior to the Scheme.
Following the capital reconstruction in 2008, all employees’ share-based incentives were transferred to the new holding
company, Rightmove plc. In addition, certain Directors’ contracts of employment were transferred from Rightmove Group
Limited to Rightmove plc, whilst all other employees remained employed by its subsidiaries. Accordingly, the share-based
payments charge has been split between the Company and its subsidiaries with £4,243,000 (2022: £3,156,000) being
recognised in the Company accounts as a capital contribution to its subsidiaries.
The Company’s investment in its subsidiaries has been assessed for impairment. Management compared the carrying amount
of the investment to the market capitalisation of the Group, as Rightmove Group Limited contains 99% of the Group’s trading
operations. There was no impairment as at 31 December 2023 – the market capitalisation of the Group was more than seven
times greater than the Company’s investment in its subsidiaries.
15 Deferred tax asset and deferred tax liability
Net deferred tax position
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same tax authority and the Group
intends to settle its current tax assets and liabilities on a net basis.
Deferred tax asset
Deferred tax liability
At 31 December
Group
2023
£000
3,145
(762)
2,383
Group
2022
£000
2,354
(894)
1,460
Company
2023
£000
Company
2022
£000
903
–
903
478
–
478
Rightmove plc | Annual Report 2023 | 153
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
15 Deferred tax asset and deferred tax liability continued
The deferred tax asset and deferred tax liability are attributable to the following:
Deferred tax asset
At 1 January 2023
Adjustment in respect of prior year
Recognised in income
Recognised directly in equity
At 31 December 2023
At 1 January 2022
Adjustment in respect of prior year
Recognised in income
Recognised directly in equity
Group
Company
Share-based
incentives
£000
Property,
plant and
equipment
£000
Provisions
£000
Share-based
incentives
£000
Total
£000
1,982
–
688
103
2,773
2,576
–
654
(1,248)
235
313
(382)
–
166
419
–
(184)
–
137
64
5
–
206
140
77
(80)
–
2,354
377
311
103
3,145
3,135
77
390
(1,248)
478
–
340
85
903
481
–
139
(142)
At 31 December 2022
1,982
235
137
2,354
478
The increase in the deferred tax asset at 31 December 2023 is mostly driven by the increase in the deferred tax in relation to
the share-based incentives as a tax deduction is available when the options are exercised equal to the intrinsic value of the
options at the date of exercise, which reflected an increase in the share price during the year to £5.76 from £5.11 in 2022
(as well as a small increase in the rate at which deferred tax was recognised). The deferred tax balances relating to property,
plant and equipment reflect timing differences between accounting depreciation and tax depreciation. These temporary
differences are expected to unwind over the next three to five years.
Deferred tax liability
Group
At 1 January
Prior year adjustment
Recognised in income
At 31 December
Intangibles 2023
£000
Intangibles 2022
£000
(894)
(52)
184
(762)
(966)
7
65
(894)
The decrease in the deferred tax liability as at 31 December 2023 is due to amortisation. The timing differences are expected
to unwind within the next five years.
The deferred tax as at 31 December 2023 has been calculated at 25% (2022: an average rate of 24%) which represents the
average rate at which the assets and liabilities are expected to reverse in the future, based on substantively enacted UK tax rates.
154 | Rightmove plc | Annual Report 2023
16 Trade and other receivables
Group
Trade receivables
Less provision for impairment of trade receivables
Net trade receivables
Prepayments
Interest receivable
Other debtors
Note
24
2023
£000
25,740
(1,249)
24,491
6,259
405
319
2022
£000
21,754
(845)
20,909
5,243
48
414
31,474
26,614
Exposure to credit and currency risks and expected credit losses relating to trade and other receivables are disclosed in
Note 24. The Company had no trade and other receivables in either year.
17 Cash and deposits
Cash and cash equivalents
Money market deposits
Group
Company
2023
£000
33,641
5,224
2022
£000
35,089
5,047
38,865
40,136
2023
£000
100
–
100
2022
£000
–
–
–
Cash balances with an original maturity of less than three months were held in current accounts during the year and
attracted interest at a weighted average rate of 3.4% (2022: 0.9%). The cash and cash equivalents balance included
£100,000 (2022: £237,000) which is restricted to use in accordance with the deeds of the EBT. The cash and cash equivalents
balance included £5,183,573 (2022: £5,040,035) which is held in a 30-day deposit account.
Money market deposits with an original maturity of more than three months and less than a year attracted interest at a
weighted average rate of 3.4% (2022: 0.9%).
The Company had cash and cash equivalents at the balance sheet date of £100,000 (2022: £408) in relation to monies held by
the employee benefit trust (EBT) which was transferred to the Company, from Rightmove Group Limited, on 1 January 2023
(Note 2).
The main trading entity is Rightmove Group Limited which generates the group cash inflows, directs payments to suppliers
and returns excess to shareholders in line with the capital returns policy and decides on timing of these transactions. These
transactions are paid from Rightmove Group Limited as a result of the company having insufficient cash. On this basis, returns
to shareholders, including both dividends and share buybacks, are not disclosed on the Company cashflow.
18 Trade and other payables
Trade payables
Trade accruals
Other creditors
Other taxation and social security
Inter-group payables
2023
£000
2,057
7,662
1,510
13,508
–
Group
Company
2022
£000
1,155
6,147
1,284
12,288
–
2023
£000
–
1,175
–
–
35,986
2022
£000
–
935
–
–
26,713
24,737
20,874
37,161
27,648
Rightmove plc | Annual Report 2023 | 155
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
19 Leases
The Group leases assets, including land and buildings and motor vehicles, that are held within property, plant and equipment
(Note 12). Information about leases for which the Group is a lessee is presented below.
Analysis of property, plant and equipment between owned and leased assets
Net book value of property, plant and equipment owned
Net book value of leased right of use assets
Net book value of right of use assets
At 1 January 2023
Additions
Depreciation charge
At 31 December 2023
At 1 January 2022
Additions
Depreciation charge
At 31 December 2022
Lease liabilities included in the statement of financial position
Current
Non-current
2023
£000
2,848
6,537
9,385
Vehicles
£000
682
362
(504)
2022
£000
1,976
8,453
10,429
Total
£000
8,453
362
(2,278)
Property
£000
7,771
–
(1,774)
5,997
540
6,537
8,728
765
(1,722)
858
343
(519)
9,586
1,108
(2,241)
7,771
682
8,453
2023
£000
2,291
5,112
7,403
2023
£000
192
255
24
471
2023
£000
2022
£000
2,327
7,242
9,569
2022
£000
223
281
28
532
2022
£000
Amounts recognised in income statement
Interest on lease liabilities
Expenses relating to short-term leases
Expenses relating to low-value asset leases (excluding short-term leases of low-value assets)
Amount recognised in the statement of cash flows
Total cash outflow for all leases
2,996
2,940
156 | Rightmove plc | Annual Report 2023
19 Leases continued
Reconciliation of movement of lease liabilities to cashflows
At 1 January
Payment of lease liabilities – capital
Payment of lease liabilities – interest
Total changes arising from cash flows
New leases
Interest
Other movements
Total liability relating to other changes
Balance as at 31 December
20 Provisions
2023
£000
9,569
(2,530)
(187)
(2,717)
362
192
(3)
551
2022
£000
11,009
(2,391)
(232)
(2,623)
962
223
(2)
1,183
7,403
9,569
The dilapidations provision is in respect of any of the Group’s leased properties where the Group has obligations to make
good dilapidations. The non-current liabilities are estimated to be payable over periods from one to five years.
At 1 January 2023
Utilised during the year
Released during the year
Charged in the year
At 31 December 2023
Current
Non-current
The Company had no provisions in either year.
21 Share capital
In issue ordinary shares
At 1 January
Purchase and cancellation of shares
Total
£000
829
–
–
12
841
–
841
2023
2022
Amount
£000
Number
of Shares
Amount
£000
Number
of Shares
838
(24)
837,401,085
(23,951,466)
860
(22)
859,678,232
(22,277,147)
At 31 December
814
813,449,619
838
837,401,085
All issued shares are fully paid. The nominal value of a share is 0.1p. The holders of ordinary shares are entitled to receive
dividends as declared from time to time and are entitled to one vote per ordinary share at general meetings of the Company.
Included within shares in issue at 31 December 2023 are 1,029,919 (2022: 1,375,963) shares held by the EBT, 1,167,227
(2022: 930,592) shares held by the SIP and 11,709,197 (2022: 12,185,222) shares held in Treasury.
Rightmove plc | Annual Report 2023 | 157
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
21 Share capital continued
In June 2007, the Company commenced a share buyback program to purchase its own ordinary shares. The total number of
shares bought back in 2023 was 23,951,466 (2022: 22,277,147) shares representing 2.9% (2022: 2.7%) of the ordinary shares
in issue (excluding shares held in treasury). All the shares bought back in both years were cancelled. The shares were acquired
on the open market at a total consideration (excluding costs) of £130,000,000 (2022: £129,981,000). The maximum and
minimum prices paid were £5.97 (2022: £6.89) and £4.73 (2022: £4.39) per share respectively. The average price paid was
£5.43 (2022: £5.83). Costs incurred on purchase of own shares in relation to stamp duty charges and broker expenses for
share buybacks were £910,000 (2022: £910,000). Costs incurred on purchase of own shares in relation to stamp duty charges
and broker expenses for the SIP award were £12,000 (2022: £23,000).
22 Reconciliation of movement in capital and reserves
Own shares held – £000
Own shares held as at 1 January 2022
Shares purchased for share incentive plans
Shares transferred to SIP
Share-based incentives exercised in the year
SIP releases in the year
EBT shares
reserve
£000
SIP shares
reserve
£000
(1,552)
(2,216)
555
56
–
(4,107)
(682)
(555)
289
103
Treasury
shares
£000
(5,929)
–
–
140
–
Total
£000
(11,588)
(2,898)
–
485
103
Own shares held as at 31 December 2022
(3,157)
(4,952)
(5,789)
(13,898)
Own shares held as at 1 January 2023
Shares purchased for share incentive plans
Shares transferred to SIP
Share-based incentives exercised in the year
SIP releases in the year
(3,157)
(725)
725
1,297
–
(4,952)
(1,273)
(725)
557
72
(5,789)
–
–
230
–
(13,898)
(1,998)
–
2,084
72
Own shares held as at 31 December 2023
(1,860)
(6,321)
(5,559)
(13,740)
Own shares held – number of shares
Own shares held as at 1 January 2022
Shares purchased for share incentive plans
Shares transferred to SIP
Share-based incentives exercised in the year
SIP releases in the year
EBT shares
reserve
SIP shares
reserve
Treasury
shares
Total
1,158,418
432,254
(99,476)
(115,233)
–
787,000
128,774
99,476
(63,893)
(20,765)
12,480,472
–
–
(295,250)
–
14,425,890
561,028
–
(474,376)
(20,765)
Own shares held as at 31 December 2022
1,375,963
930,592
12,185,222
14,491,777
Own shares held as at 1 January 2023
Shares purchased for share incentive plans
Shares transferred to SIP
Share-based incentives exercised in the year
SIP releases in the year
1,375,963
127,240
(127,240)
(346,044)
–
930,592
226,335
127,240
(104,740)
(12,200)
12,185,222
–
–
(476,025)
–
14,491,777
353,575
–
(926,809)
(12,200)
Own shares held as at 31 December 2023
1,029,919
1,167,227
11,709,197
13,906,343
158 | Rightmove plc | Annual Report 2023
22 Reconciliation of movement in capital and reserves continued
(a) EBT shares reserve (Group)
This reserve represents the cost of own shares acquired by the EBT less any exercises of share-based incentives.
At 31 December 2023, the EBT held 1,029,919 (2022: 1,375,963) ordinary shares in the Company, representing 0.1%
(2022: 0.2%) of the ordinary shares in issue (excluding shares held in treasury). The market value of the shares held in the
EBT at 31 December 2023 was £5,928,000 (2022: £7,031,000).
(b) SIP shares reserve (Group and Company)
In November 2014, the Company established the Rightmove Share Incentive Plan Trust (SIP). This reserve represents the cost
of acquiring shares less any exercises or releases of SIP awards. Employees of Rightmove Group Limited and Rightmove plc
were offered 600 free shares with effect from 20 December 2023 (2022: 500), subject to a three-year service period. During
the year 104,740 shares were exercised (2022: 63,893) and 12,200 shares (2022: 20,765) were released by the SIP in relation
to good leavers and retirees. 127,240 shares were transferred to the SIP reserve from the EBT (2022: 99,476).
At 31 December 2023, the SIP held 1,167,227 (2022: 930,592) ordinary shares in the Company, representing 0.1%
(2022: 0.1%) of the ordinary shares in issue (excluding shares held in treasury). The market value of the shares held in the
SIP at 31 December 2023 was £6,718,000 (2022: £4,755,000).
(c) Treasury shares (Group and Company)
This represents the cost of acquiring shares held in treasury less any exercises of share-based incentives. These shares
were bought in 2008 at an average price of 47.60 pence and may be used to satisfy certain share-based incentive awards.
At 31 December 2023, the Treasury held 11,709,197 of the ordinary shares in issue. The market value of the shares held in
treasury at 31 December 2023 was £67,398,000 (2022: £62,266,000).
Other reserves
Other reserves of £480,000 (2022: £456,000) represents the Capital Redemption Reserve in respect of own shares bought
back and cancelled. The movement of £24,000 (2022: £22,000) is the nominal value of ordinary shares bought back and
cancelled during the year.
Details of share buybacks and cancellation of shares are included in Note 21.
Retained earnings
The loss on the exercise of share-based incentives of £1,562,000 (2022: £106,000) is the difference between the weighted
average value that the own shares, held individually by the EBT, SIP and treasury, were originally acquired at and the exercise
price at which share-based incentives were exercised or released during the year.
Company
Reverse acquisition reserve
This reserve resulted from the acquisition of Rightmove Group Limited by the Company and represents the difference
between the value of the shares acquired at 28 January 2008 and the nominal value of the shares issued.
Other reserves
Awards relating to share-based incentives made to Rightmove Group Limited employees have been treated as a deemed
capital contribution (Note 14). The principal movement in other reserves for the year comprises £4,243,000 (2022: £3,156,000)
in respect of the share-based incentives charge for employees of Rightmove Group Limited. Other reserves also include
£480,000 (2022: £456,000) of Capital Redemption Reserve. A movement of £24,000 (2022: £22,000) has been recorded in
relation to the nominal value of ordinary shares cancelled during the year.
Rightmove plc | Annual Report 2023 | 159
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
23 Share-based payments
The Group and Company operate a number of share-based incentive schemes for Executive Directors and employees.
All share-based incentives are subject to service conditions. Such conditions are not taken into account in the fair value of the
service received. The fair value of services received in return for share-based incentives is measured by reference to the fair
value of share-based incentives granted.
The Group recognised a total share-based payments charge for the year of £5,886,000 (2022: £4,179,000) with a Company
charge for the year of £1,644,000 (2022: £879,000), as set out below. The NI charge for the year, relating to all awards, was
£651,000 (2022: a credit of £110,000). The share price at 31 December 2023 was £5.76 (2022: £5.11).
The total charge in relation to share-based payments was £6,537,000 (2022: £4,069,000):
Sharesave Plan
Performance Share Plan (PSP)
Deferred Share Bonus Plan (DSP)
Share Incentive Plan (SIP)
Restricted Share Plan (RSP)
Group
Company
2023
£000
382
684
3,197
1,068
555
2022
£000
336
464
2,356
830
193
2023
£000
2
684
955
3
–
Total share-based payments charge
5,886
4,179
1,644
NI on applicable share-based incentives at 13.8%
651
(110)
239
Total charge in relation to share-based payments
6,537
4,069
1,883
2022
£000
7
464
401
7
–
879
(33)
846
Sharesave Plan
The Group operates an HMRC Approved Sharesave Plan under which employees of Rightmove plc and Rightmove Group
Limited are granted an option to purchase ordinary shares in the Company, at up to 20% less than the market price at
invitation, in three years’ time, dependent on their entering into a contract to make monthly contributions into a savings
account over the relevant period. These savings are used to fund the option exercise. No performance criteria are applied to
the exercise of Sharesave options. The assumptions used in the measurement of the fair value at grant date of the Sharesave
Plan are as follows:
Grant date
30 September 2020
1 October 2021
30 September 2022
29 September 2023
Share
price at
grant date
(pence)
Exercise
price
(pence)
Option life
(years)
Risk free
rate
(%)
Dividend
yield
(%)
Fair value
per option
(pence)
626.8
682.6
482.2
562.2
513.0
574.0
482.0
448.0
3.0
3.0
3.0
3.0
0.0
0.8
5.2
4.7
0.5
1.1
1.8
1.6
167.1
184.0
130.0
203.0
The requirement that an employee must save in order to purchase shares under the Sharesave Plan is a non-vesting condition.
This feature has been incorporated into the fair value at grant date by applying a discount to the valuation obtained from the
Black Scholes pricing model. The discount has been determined by estimating the probability that the employee will stop
saving based on expected future trends in the share price and past employee behaviour.
160 | Rightmove plc | Annual Report 2023
23 Share-based payments continued
Group
Outstanding at 1 January
Granted
Lapsed or cancelled
Forfeited
Exercised
2023
Weighted average
exercise price
Number
(pence)
Number
779,826
373,861
(112,451)
(57,649)
(138,868)
498.9
448.2
516.6
497.5
440.2
663,568
329,630
(41,739)
(59,391)
(112,242)
2022
Weighted average
exercise price
(pence)
497.9
482.0
544.4
514.3
418.2
300.9
428.7
Outstanding at 31 December
844,719
483.8
779,826
Exercisable at 31 December
129,754
510.5
126,169
The weighted average market value per ordinary share for Sharesave options exercised in 2023 was 559.3 pence
(2022: 538.3 pence). The Sharesave options outstanding at 31 December 2023 have an exercise price in the range of
430.0 pence to 574.0 pence (2022: 389.0 pence to 574.0 pence) and a weighted average contractual life of 2.2 years
(2022: 2.1 years).
Performance Share Plan (PSP)
The PSP permits awards of nil cost options or contingent shares which will only vest in the event of prior satisfaction of a
performance condition.
325,798 PSP awards were made on 10 March 2023 (the grant date) subject to Earnings Per Share (EPS) and Total Shareholders
Return (TSR) performance. Performance will be measured over three financial years (1 January 2023 – 31 December 2025).
The vesting on 10 March 2026 (vesting date) of 50% of the 2023 PSP award will be dependent on a relative TSR performance
condition measured over the three-year performance period, with the remaining 50% dependent on the satisfaction of an
EPS growth target measured over the three-year performance period.
The PSP awards have been valued using the Monte Carlo model for the TSR element and the Black Scholes model for the EPS
element. The resulting share-based payments charge is being spread evenly over the three-year period between grant date
and vesting date. PSP award holders are entitled to receive dividends accruing between the grant date and the vesting date
and this value will be delivered in shares. The assumptions used in the measurement of the fair value at grant date of the PSP
awards are as follows:
Grant date
3 March 2021 (TSR dependent)(1)
3 March 2021 (EPS dependent)(1)
2 March 2022 (TSR dependent)(1)
2 March 2022 (EPS dependent)(1)
10 March 2023 (TSR dependent)(1)
10 March 2023 (EPS dependent)(1)
Share
price at
grant date
(pence)
584.0
584.0
684.6
684.6
540.8
540.8
Exercise
price
(pence)
Expected
volatility
(%)
Option life
(years)
Risk free
rate
(%)
Dividend
yield
(%)
Fair value
per option
(pence)
0.0
0.0
0.0
0.0
0.0
0.0
28.1
0.0
30.3
0.0
32.9
0.0
3.0
3.0
3.0
3.0
3.0
3.0
0.4
0.0
1.7
0.0
4.3
0.0
0.0
0.0
0.0
0.0
0.0
0.0
176.0
492.0
247.4
582.2
227.8
460.0
(1) For details of TSR and EPS performance conditions refer to the Directors’ Remuneration Report.
Expected volatility, which only impacts the fair value of the TSR element of the award, is estimated by considering historic
average share price volatility at the grant date. The risk-free rate is only used as an input to calculate the fair value of the TSR
element of the award. The PSP awards accrue dividends so there is no dividend yield used as an input to calculate the fair
value. A discount rate of 15% (2022:15.0%) was applied to the fair value at grant date to reflect the two-year holding period
that applies post the vesting period and the lack of liquidity during that period.
Rightmove plc | Annual Report 2023 | 161
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Notes continued
23 Share-based payments continued
Group
Outstanding at 1 January
Granted
Dividends awarded
Forfeited
Exercised
Outstanding at 31 December
Exercisable at 31 December
2023
Number
683,330
325,798
1,110
(171,458)
(88,605)
2022
Number
768,076
241,089
1,649
(310,746)
(16,738)
750,175
683,330
21,487
52,436
The weighted average market value per ordinary share for options exercised in 2023 was 577.8 pence (2022: 655.4 pence).
The weighted average exercise price was nil in both years. The PSP awards outstanding at 31 December 2023 have a weighted
average contractual life of 1.3 years (2022: 1.3 years).
Deferred Share Bonus Plan (DSP)
In March 2009 a DSP was established which allows Executive Directors and other selected senior management the
opportunity to earn a bonus determined as a percentage of base salary settled in nil cost deferred shares. The award of shares
under the plan is contingent on the satisfaction of pre-set internal targets relating to underlying drivers of revenue growth
(the performance period). The right to the shares is deferred for two years from the date of the award (the vesting period)
and potentially forfeitable during that period should the employee leave employment. The deferred share awards were valued
using the Black Scholes model and the resulting share-based payments charge is being spread evenly over the combined
performance period and vesting period of the shares, being three years.
The inputs used in the measurement of the fair value of the deferred share awards – which are initially calculated at the date
on which the potential DSP bonus is communicated to Directors and senior management (the grant date) and are then
updated at the date of the actual award – are as follows:
Grant date
4 March 2020
3 March 2021
2 March 2022
10 March 2023(2)
Share
price at
award date
(pence)
584.0
684.6
540.8
540.8
Award date
3 March 2021
2 March 2022
10 March 2023(1)
10 March 2024(3)
Exercise
price
(pence)
Expected
term
(years)
Dividend
yield
(%)
Fair value
per option
(pence)
0.0
0.0
0.0
0.0
3.0
3.0
3.0
3.0
1.4
1.2
1.5
1.6
568.0
668.0
524.0
515.0
(1)
Following the achievement of 71% of the 2022 internal performance targets, 545,770 nil cost shares were awarded to executives and senior management on
10 March 2023 (the award date) with the right to exercise the shares deferred until March 2025.
(2) The share price and fair value are disclosed at grant date until the point that the award is made on 10 March 2024, at which point the valuation will be updated.
Based on the 2023 internal performance targets, the Remuneration Committee determined that 79% of the maximum award in respect of the year will be
(3)
made in March 2024. The number of shares to be awarded will be determined based on the share price at the award date in March 2024.
Group
Outstanding at 1 January
Awarded
Forfeited
Exercised
Outstanding at 31 December
Exercisable at 31 December
162 | Rightmove plc | Annual Report 2023
2023
Number
870,666
545,770
–
(387,420)
2022
Number
697,179
505,524
(40,675)
(291,362)
1,029,016
870,666
–
78,643
23 Share-based payments continued
The weighted average market value per ordinary share for deferred shares exercised in 2023 was 563.0 pence (2022: 581.7 pence).
The weighted average exercise price was nil in both years. The DSP awards outstanding at 31 December 2023 have a weighted
average contractual life of 1.4 years (2022: 0.8 years).
Share Incentive Plan
In 2014, the Group established the Rightmove Share Incentive Plan Trust (SIP). Employees in the Group were offered
600 shares on 20 December 2023 (2022: 500 shares) subject to a three-year service period (the vesting period). The SIP
awards have been valued using the Black Scholes model and the resulting share-based payments charge spread evenly
over the vesting period of three years. The SIP shareholders are entitled to dividends paid in cash over the vesting period.
No performance criteria are applied to the exercise of SIP options.
The assumptions used in the measurement of the fair value at grant date of the SIP awards are as follows:
Grant date
20 December 2020
20 December 2021
21 December 2022
20 December 2023
Share
price at
grant date
(pence)
651.6
769.2
526.8
563.8
Exercise
price
(pence)
Option life
(years)
Dividend
yield
(%)
Fair value
per option
(pence)
0.0
0.0
0.0
0.0
3.0
3.0
3.0
3.0
0.0
0.0
0.0
0.0
651.6
769.2
526.8
563.8
The SIP awards accrue dividends, so there is no dividend yield input into the fair valuation calculation.
Group
Outstanding at 1 January
Granted
Forfeited
Exercised
Outstanding at 31 December
Exercisable at 31 December
2023
Number
913,440
438,000
(75,750)
(115,990)
2022
Number
759,050
334,000
(93,250)
(86,360)
1,159,700
913,440
276,900
213,000
The weighted average market value per ordinary share for SIP awards released and exercised in 2023 was 562.67 pence
(2022: 554.1 pence). The weighted average exercise price in both years was nil. The SIP options outstanding at
31 December 2023 have a weighted average contractual life of 2.3 years (2022: 2.3 years).
Restricted Share Plan (RSP)
The RSP awards nil cost deferred shares to selected senior management, subject only to service conditions which typically
vary between one to four years’ service. Participants are not entitled to receive dividends on these awards. RSP awards have
been valued using the Black Scholes model and the resulting share-based payments charge is being spread evenly over the
vesting period of the shares.
The assumptions used in the measurement of the fair value at grant date of the RSP awards are as follows:
Grant date
20 September 2022
20 September 2022
20 December 2023
20 December 2023
Share
price at
grant date
(pence)
586.0
586.0
563.8
563.8
Exercise
price
(pence)
Option life
(years)
Dividend
yield
(%)
Fair value
per option
(pence)
0.0
0.0
0.0
0.0
3.0
4.0
1.5
3.0
1.4
1.5
1.7
1.6
562.0
553.0
549.0
536.0
Rightmove plc | Annual Report 2023 | 163
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Notes continued
23 Share-based payments continued
Group
Outstanding at 1 January
Awarded
Forfeited
Exercised
Outstanding at 31 December
Exercisable at 31 December
2023
Number
544,101
541,664
–
(211,323)
2022
Number
211,323
332,778
–
–
874,442
544,101
–
211,323
The weighted average market value per ordinary share for RSP awards exercised in 2023 was 530.9 pence. The RSP options
outstanding at 31 December 2023 have a weighted average contractual life of 2.5 years (2022: 3.4 years).
24 Financial instruments
Credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at
the reporting date was:
Group
Net trade receivables
Accrued interest receivable
Contract assets
Other debtors
Cash and cash equivalents
Money market deposits
Note
16
16
4
16
17
17
2023
£000
24,491
405
759
319
33,641
5,224
2022
£000
20,909
48
454
414
35,089
5,047
64,839
61,961
The trade receivables balance is spread across a large number of different customers with no single debtor representing more
than 2% of the total balance due (2022: 4%).
164 | Rightmove plc | Annual Report 2023
24 Financial instruments continued
The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was:
Group
UK
Rest of the world
Note
2023
£000
24,480
11
2022
£000
20,880
29
16
24,491
20,909
The maximum exposure to credit risk for trade receivables at the reporting date by type of customer was:
Group
Property products
Other
Note
2023
£000
20,390
4,101
2022
£000
18,678
2,231
16
24,491
20,909
The Group’s most significant customer accounts for £499,000 (2022: £745,000) of net trade receivables as at
31 December 2023.
Expected credit loss assessment
For the Group’s smaller Agency and Overseas customers, expected credit losses are measured using a provisioning matrix
based on the reason the trade receivable is past due or, for current debtors at risk of recovery. The provision matrix rates are
based on actual credit loss experience over the past three years and adjusted, when required, to take into account current
macro-economic factors.
For all other customers the Group applies experienced credit judgement to assess the expected credit loss, whilst considering
account external ratings, financial statements and other available information. Overall, the impact on credit risk is minimal due
to most customers paying in advance on a subscription basis.
The following table provides information about the exposure to credit risk and expected credit losses for trade receivables,
including contract assets, from individual customers as at 31 December 2023. The weighted-average loss rate in 2023 increased
to 4.7% (2022: 3.8%) reflecting the uncertain property market during 2023 and the challenges faced by some customers.
2023
Current
Past due 1 – 30 days
Past due 31 – 60 days
Past due 61 – 90 days
More than 91 days past due
2022
Current
Past due 1 – 30 days
Past due 31 – 60 days
Past due 61 – 90 days
More than 91 days past due
Weighted-
average loss rate
Gross carrying
amount
£000
Loss allowance
£000
Credit-impaired
1.1%
2.2%
6.5%
8.4%
24.0%
16,140
4,677
1,612
738
3,332
(177)
(101)
(104)
(62)
(801)
26,499
(1,249)
No
No
No
No
No
Weighted-average
loss rate
Gross carrying
amount
£000
Loss
allowance
£000
Credit-impaired
0.4%
1.3%
6.0%
9.7%
39.3%
14,367
4,430
1,378
511
1,523
22,209
(57)
(57)
(82)
(50)
(599)
(845)
No
No
No
No
No
Rightmove plc | Annual Report 2023 | 165
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
24 Financial instruments continued
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
Group
At 1 January
Charged during the year
Utilised during the year
At 31 December
Note
2023
£000
845
1,712
(1,308)
16
1,249
2022
£000
715
733
(603)
845
The allowance accounts in respect of trade receivables are used to record impairment losses unless the Group is satisfied
that no recovery of the amount owing is possible; at that point the amounts considered irrecoverable are written off against
the financial asset directly.
The Company had no exposure to credit risk in either year.
Liquidity risk
The contractual maturities of undiscounted financial liabilities, including undiscounted estimated interest payments, were:
Group
At 31 December 2023
Trade payables being non-derivative financial liabilities
Trade accruals being non-derivative financial liabilities
Lease liabilities
Total
At 31 December 2022
Trade payables being non-derivative financial liabilities
Trade accruals being non-derivative financial liabilities
Lease liabilities
Total
Carrying
amount
£000
Contractual
cash flows
£000
2,057
7,662
7,403
(2,057)
(6,978)
(7,830)
6 months
or less
£000
(2,057)
(6,978)
(1,293)
17,122
(16,865)
(10,328)
1,155
6,147
9,569
(1,155)
(5,769)
(10,080)
(1,155)
(5,769)
(1,279)
16,871
(17,004)
(8,203)
The Company had no derivative financial liabilities in either year.
It is not expected that the cash flows included in the maturity analysis could occur earlier or at significantly different amounts
and all payables are due within six months of the balance sheet date.
Currency risk
During 2023 all the Group’s sales and more than 97.0% (2022 97.1%) of the Group’s purchases were sterling denominated and
accordingly it has no significant currency risk.
Interest rate risk
The Group has exposure to interest rate risk on its cash and cash equivalent balances and money market deposit balances.
As at 31 December 2023 the Group had total cash of £33,641,000 (2022: £35,089,000) and money market deposits of
£5,224,000 (2022: £5,047,000).
Fair values
The fair values of all financial instruments in both years are equal to the carrying values.
166 | Rightmove plc | Annual Report 2023
25 Related party disclosures
Inter-group transactions with subsidiaries
Under the inter-group loan agreement dated 30 January 2008, Rightmove Group Limited settles all expenses on behalf of the
Company, including dividends paid to shareholders and share buybacks and related costs. During the year, the Company was
charged interest of £2,096,000 (2022: £226,000) under this agreement and at 31 December 2023 the unsecured inter-group
loan balance was £35,986,000 (2022: £26,713,000).
The dividends declared and paid by Rightmove Group Limited to the Company was £202,432,000 (2022: £197,982,000).
Rightmove Group Limited declared a dividend in specie of £nil (2022: £555,000), representing the cost of the SIP shares
transferred from the EBT to the SIP during the year. On 1 January 2023 the sponsorship of the EBT was transferred from
Rightmove Group Limited, to the Company, via a dividend in specie of £3,156,000 (Note 2).
The Company grants share options to employees of Rightmove Group Limited. This transaction is recognised as an increase
in the carrying value of the investment of Rightmove Group Limited (refer Note 14).
Directors’ transactions
There were no transactions with Directors in either year other than those disclosed in the Directors’ Remuneration Report.
Information on the emoluments of the Directors who served during the year, together with information regarding the
beneficial interest of the Directors in the ordinary shares of the Company, is included in the Directors’ Remuneration Report.
During the year, the Directors in office in total had gains of £633,000 (2022: £223,000) arising on the exercise of share-based
incentive awards. The total share-based payments charge in relation to the Directors in office was £1,644,000 (2022: £879,000).
Key management personnel
The actual remuneration of the Directors, who are the key management personnel of the Group, is disclosed in the Directors’
Remuneration report. The contractual employee benefits are set out below in aggregate for each of the categories specified
in IAS 24 Related Party Disclosures.
Short-term employee benefits
Post-employment benefits
Share-based payments
26 Contingent liabilities
2023
£000
2,355
55
1,644
2022
£000
1,940
28
879
The Group and the Company had no contingent liabilities in either year.
27 Subsequent events
On 1 February 2024, the Group acquired 100% equity capital and voting rights of HomeViews Platform Limited (HomeViews)
for a total cash consideration of £8m. HomeViews is the UK’s biggest community of verified resident reviews of property
developments, with a particular focus on the Build to Rent sector.
Due to the timing of the acquisition being after 31 December 2023, the results of HomeViews are not included in our financial
statement for the year ended 31 December 2023 and the acquisition accounting has not yet been completed. In line with
IFRS 3, the price accounting for the acquisition will be finalised within 12 months of the acquisition date.
Other than the above transaction, there were no other subsequent events, between 31 December 2023 and the reporting
date, in either the Company or Group.
Rightmove plc | Annual Report 2023 | 167
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Advisers and shareholder information
Contacts
Chief Executive Officer:
Chief Financial Officer:
Company Secretary:
Website:
Johan Svanstrom
Alison Dolan
Carolyn Pollard
https://plc.rightmove.co.uk
Financial calendar 2024
2023 full-year results
Final dividend record date
Annual General Meeting
Final dividend payment
Half-year results
1 March 2024
26 April 2024
10 May 2024
24 May 2024
26 July 2024
Registered office
Rightmove plc
2 Caldecotte Lake
Business Park
Caldecotte Lake Drive
Milton Keynes
MK7 8LE
Registered in
England no. 06426485
Corporate advisers
Financial adviser
UBS Investment Bank
Joint brokers
UBS AG London Branch
Numis Securities Limited
Auditor
Ernst & Young LLP
Bankers
Barclays Bank plc
Santander UK plc
HSBC UK Bank plc
Lloyds Banking Group plc
Solicitors
EMW LLP
Linklaters LLP
Herbert Smith Freehills LLP
Registrar
Link Asset Services(1)
(1)Shareholder enquiries
The Company’s registrar is Link Group. They will be pleased to deal with any questions regarding your shareholding or dividends.
Please notify them of your change of address or other personal information. Their contact details are:
Shareholder helpline: 0371 664 0300 calls are charged at the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday
excluding public holidays in England and Wales.
Email: shareholderenquiries@linkgroup.co.uk
Signal Shares shareholder portal: www.signalshares.com
Address:
Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DL
Shareholders can register online to view their holdings using the shareholder portal, a service offered by Link Group at
www.signalshares.com. The shareholder portal is an online service enabling you to quickly and easily access and maintain
your shareholding online – reducing the need for paperwork and providing 24-hour access for your convenience.
You may:
• View your holding balance and get an indicative valuation
• View the dividend payments you have received
• Cast your proxy vote on the AGM resolutions online
• Update your address
• Register and change bank mandate instructions
• Elect to receive shareholder communications electronically
• Access a wide range of shareholder information and download shareholder forms.
168 | Rightmove plc | Annual Report 2023
Rightmove plc | Annual Report 2023
believe it
Rightmove’s vision is to give everyone
the belief they can make their move.
Our mission is to make the move easier
and simpler, by giving everyone the best
place to turn to and return to, for accessing
the tools, expertise and trust to make it happen.
Designed and produced by The Team www.theteam.co.uk
Rightmove plc
2 Caldecotte Lake
Business Park
Caldecotte Lake Drive
Milton Keynes
MK7 8LE
Registered in England no. 6426485
Rightmove plc | Annual Report 2023
i
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believe in
your next move